Corporate Governance and the Financial Value of Financially Distressed Listed Companies
CCorporate Finance 第7版 答案ch013
Chapter 13: Corporate-Financing Decisions andEfficient Capital Markets13.1 a. Firms should accept financing proposals with positive net present values (NPVs).b.Firms can create valuable financing opportunities in three ways:Fool investors. A firm can issue a complex security to receive more than the fair marketvalue. Financial managers attempt to package securities to receive the greatest value.Reduce costs or increase subsidies. A firm can package securities to reduce taxes.Such a security will increase the value of the firm. In addition, financing techniquesinvolve many costs, such as accountants, lawyers, and investment bankers. Packagingsecurities in a way to reduce these costs will also increase the value of the firm.Create a new security. A previously unsatisfied investor may pay extra for a specializedsecurity catering to his or her needs. Corporations gain from developing uniquesecurities by issuing these securities at premium prices.13.2Weak form. Market prices reflect information contained in historical prices. Investors are unableto earn abnormal returns using historical prices to predict future price movements.Semi-strong form. In addition to historical data, market prices reflect all publicly-availableinformation. Investors with insider, or private information, are able to earn abnormal returns.Strong form. Market prices reflect all information, public or private. Investors are unable to earn abnormal returns using insider information or historical prices to predict future price movements.13.3 a. False. Market efficiency implies that prices reflect all available information, but it doesnot imply certain knowledge. Many pieces of information that are available and reflectedin prices are fairly uncertain. Efficiency of markets does not eliminate that uncertaintyand therefore does not imply perfect forecasting ability.b.True. Market efficiency exists when prices reflect all available information. To beefficient in the weak form, the market must incorporate all historical data into prices.Under the semi-strong form of the hypothesis, the market incorporates all publicly-available information in addition to the historical data. In strong form efficient markets,prices reflect all publicly and privately available information.c.False. Market efficiency implies that market participants are rational. Rational peoplewill immediately act upon new information and will bid prices up or down to reflect thatinformation.d.False. In efficient markets, prices reflect all available information. Thus, prices willfluctuate whenever new information becomes available.e.True. Competition among investors results in the rapid transmission of new marketinformation. In efficient markets, prices immediately reflect new information asinvestors bid the stock price up or down.13.4 a. Aerotech’s stock price should rise immediately after the announcement of the positivenews.b.Only scenario (ii) indicates market efficiency. In that case, the price of the stock risesimmediately to the level that reflects the new information, eliminating all possibility ofabnormal returns. In the other two scenarios, there are periods of time during which aninvestor could trade on the information and earn abnormal returns.13.5False.The stock price would have adjusted before the founder’s death only if investors hadperfect forecasting ability. The 12.5% increase in the stock price after the founder’s deathindicates that either the market did not anticipate the death or that the market had anticipated itimperfectly. However, the market reacted immediately to the new information, implyingefficiency. It is interesting that the stock price rose after the announcement of the founder’s death.This price behavior indicates that the market felt he was a liability to the firm.13.6The announcement should not deter investors from buying UPC’s stock. If the market is semi-strong form efficient, the stock price will have already reflected the present value of the payments that UPC must make. The expected return after the announcement should still be equal to theexpected return before the announcement. UPC’s current stockholders bear the burden of the loss, since the stock price falls on the announcement. After the announcement, the expected returnmoves back to its original level.13.7The market is generally considered to be efficient up to the semi-strong form. Therefore, nosystematic profit can be made by trading on publicly-available information. Although illegal, the lead engineer of the device can profit from purchasing the firm’s stock before the news release on the implementation of the new technology. The price should immediately and fully adjust to thenew information in the article. Thus, no abnormal return can be expected from purchasing afterthe publication of the article.13.8Under the semi-strong form of market efficiency, the stock price should stay the same. Theaccounting system changes are publicly available information. Investors would identify nochanges in either the firm’s current or its future cash flows. Thus, the stock price will not changeafter the announcement of increased earnings.13.9No, Alex cannot make money by investing in firms with prior price run-ups. The market’sexpectati ons of the firms’ current and future cash flows would already have been reflected in thecurrent stock prices before the stock issuance. Positive cumulative abnormal returns prior to anevent can easily occur in an efficient capital market. The price run-ups are due to good news, and firms typically issue new stock after good news. Thus, price increases prior to new stockissuances are neither consistent nor inconsistent with the efficient markets hypothesis.13.10Because the number of subscribers has increased dramatically, the time it takes for information inthe newsletter to be reflected in prices has shortened. With shorter adjustment periods, it becomes impossible to earn abnormal returns with the information provided by Durkin.If Durkin is using only publicly-available information in its newsletter, its ability to pick stocks is inconsistent with the efficient markets hypothesis. Under the semi-strong form of marketefficiency, all publicly-available information should be reflected in stock prices. The use ofprivate information for trading purposes is illegal.13.11You should not agree with your broker. The performance ratings of the small manufacturing firmswere published and became public information. Prices should adjust immediately to theinformation, thus preventing future abnormal returns.13.12Stock prices should immediately and fully rise to reflect the announcement. Thus, one cannotexpect abnormal returns following the announcements.13.13Systematic profit from historical price patterns is not consistent with the efficient marketshypothesis. The weak form of market efficiency is violated if investors can systematically profitfrom trading rules based on patterns in historical stock prices.13.14 a. No. Earnings information is in the public domain and reflected in thecurrent stock price.b.Possibly. If the rumors were publicly disseminated, the prices would have alreadyadjusted for the possibility of a merger. If the rumor is information that you receivedfrom an insider, you could earn excess returns, although trading on that information isillegal.c.No. The information is already public, and thus, already reflected in the stock price.13.15Serial correlation occurs when the current value of a variable is related to the future value of thevariable. If the market is efficient, the information about the serial correlation in themacroeconomic variable and its relationship to net earnings should already be reflected in thestock price. In other words, although there is serial correlation in the variable, there will not beserial correlation in stock returns. Therefore, knowledge of the correlation in the macroeconomic variable will not lead to abnormal returns for investors.13.16The statement is false because every investor has a different risk preference. Although theexpected return from every well-diversified portfolio is the same after adjusting for risk, investors still need to choose funds that are consistent with their particular risk level.13.17Choice (c). Choice (c) correctly describes the price movement of the stock. At the time of theannouncement, the price of the stock should immediately decrease to reflect the negativeinformation. Choice (a) violates the efficient markets hypothesis (EMH) because the share priceshould adjust immediately. A price adjustment over an extended period of time would allowinvestors to realize abnormal returns. Such a possibility violates the EMH. The same holds forchoice (b). If the price of the stock were temporarily depressed below fair value, investors would have the opportunity to earn abnormal returns. Choice (d) is incorrect because there is enoughinformation to predict the stock price movement.13.18In an efficient market, the cumulative abnormal return (CAR) for Prospectors would risesubstantially at the announcement of a new discovery. The CAR falls slightly on any day when no discovery is announced. There is a small positive probability that there will be a discovery on any given day. If there is no discovery on a particular day, the price should fall slightly because thegood event did not occur. The substantial price increases on the rare days of discovery shouldbalance the small declines on the other days, leaving CARs that are horizontal over time. Thesubstantial price increases on the rare days of discovery should balance the small declines on allthe other days, leavings CARs that are horizontal over time.13.19Behavioral finance attempts to explain both the 1987 stock market crash and the Internet bubbleby changes in investor sentiment and psychology. These changes can lead to non-random pricebehavior.13.20Chart the abnormal returns for each of the three airlines for the days preceding and following theannouncement. The abnormal return is calculated by subtracting the market return from a stock’s return on a particular day, R i– R M. Group the returns by the number of days before or after theannouncement for each respective airline. Calculate the cumulative average abnormal return byadding each abnormal return to the previo us day’s abnormal return.Abnormal returns (R i– R M)Days fromannouncement Delta United American SumAverageabnormal returnCumulativeaverage residual-4 -0.2 -0.2 -0.2 -0.6 -0.2 -0.2-3 0.2 -0.1 0.2 0.3 0.1 -0.1-2 0.2 -0.2 0.0 0.0 0.0 -0.1-1 0.2 0.2 -0.4 0.0 0.0 -0.10 3.3 0.2 1.9 5.4 1.8 1.71 0.2 0.1 0.0 0.3 0.1 1.82 -0.1 0.0 0.1 0.0 0.0 1.83 -0.2 0.1 -0.2 -0.3 -0.1 1.74 -0.1 -0.1 -0.1 -0.3 -0.1 1.6The market reacts favorably to the announcements. Moreover, the market reacts only on the dayof the announcement. Before and after the event, the cumulative abnormal returns are relativelyflat. This behavior is consistent with market efficiency.13.21The diagram does not support the efficient markets hypothesis. The CAR should remain relativelyflat following the announcements. The diagram reveals that the CAR rose in the first month, only to drift down to lower levels during later months. Such movement violates the semi-strong formof the efficient markets hypothesis because an investor could earn abnormal profits while the stock price gradually decreased.13.22 a. Supports. The CAR remained constant after the event at time 0. This result is consistentwith market efficiency, because prices adjust immediately to reflect the new information.Drops in CAR prior to an event can easily occur in an efficient capital market. Forexample, consider a sample of forced removals of the CEO. Since any CEO is morelikely to be fired following bad rather than good stock performance, CARs are likely tobe negative prior to removal. Because the firing of the CEO is announced at time 0, onecannot use this information to trade profitably before the announcement. Thus, pricedrops prior to an event are neither consistent nor inconsistent with the efficient marketshypothesis.b.Rejects. Because the CAR increases after the event date, one can profit by buying afterthe event. This possibility is inconsistent with the efficient markets hypothesis.c.Supports. The CAR does not fluctuate after the announcement at time 0. While theCAR was rising before the event, insider information would be needed for profitabletrading. Thus, the graph is consistent with the semi-strong form of efficient markets.d.Supports. The diagram indicates that the information announced at time 0 was of novalue.13.23There appears to be a slight drop in the CAR prior to the event day. For the reason stated inproblem 13.22, part (a), such movement is neither consistent nor inconsistent with the efficientmarkets hypothesis (EMH).Movements at the event date are neither consistent nor inconsistent with the efficient marketshypothesis.Once the verdict is reached, the diagram shows that the CAR continues to decline after the courtdecision, allowing investors to earn abnormal returns. The CAR should remain constant onaverage, even if an appeal is in progress, because no new information about the company is beingrevealed. Thus, the diagram is not consistent with the efficient markets hypothesis (EMH).。
mba fa 《financial accounting》 习题答案1
CHAPTER 1FINANCIAL ACCOUNTING ANDITS ECONOMIC CONTEXTISSUES FOR DISCUSSIONID1–1Security analysts and stockholders: These users would use financial statements to try to estimate the future earnings and cash flow potential of the company, which would be used to project a value for the company’s stock.Bank loan officers: These users would use the financial statements to determine the ability of a company to repay loans to the bank.A company’s customers and suppliers: These users would use financial statements todetermine whether to extend credit to the company (suppliers) or whether to rely upon the company to be a supplier (customers). Both suppliers and customers would also use the financial statements to monitor the company’s profit margins.Public utilities: This group would use the financial statements to determine the company’s growth rate and how that might impact upon the company’s utility needs. Also, they would evaluate the company’s ability to pay its bills.Labor unions: These groups would use the financial statements to monitor the profitability of the company to help determine the amount of pay raises and benefits that it will negotiate for from the company.A company’s managers: The company’s managers will use the financial statements to assessthe overall financial health of the company. This could impact the managers in a number of ways: raises, promotion opportunities, performance of other departments, etc.ID1–2The board of directors serves various functions for a company. One is to represent and protect the interests of the stockholders who are not on the board. Another is to provide oversight and input to management. The managers are involved in running the business on a day-to-day basis whereas the board is more focused on the bigger, long-term picture. A weak board may not ask probing questions of management but instead may take everything at face value and believe anything that management says to them. A healthy management team would want a strong board that delivers valuable input. A management team that wants a weak board of directors may be trying to hide something (management fraud).Auditors are concerned with management fraud because, if there is a problem, in many cases the auditors will be sued by the stockholders on the basis that the auditors should have detected the fraud.ID1–3The function of the audit committee is to provide a channel whereby the auditors report their findings and concerns, if any, to the board of directors. Typically there are outside members of the board that are on the audit committee so that if the auditors have concerns about management’s financial statements or activities, then the auditors have a way to speak directly to the board of directors.The auditors are in a sensitive position because the financial statements and activities that they are auditing are prepared by the same people who hire and pay the auditors. Therefore, they may be reluctant to jeopardize their relationship with the company by being too negative.ID1–4Since Pepsi’s profits increased by a greater percentage than sales increased, it must mean that expenses as a percentage of sales dropped. Pepsi was able to improve its profitability per dollar of sales.The growth in equity was larger than the growth in assets, indicating that Pepsi reduced its liabilities. The financing activities verify that Pepsi used a significant amount of cash, partially to reduce debt. In addition to the reduction in liabilities, the strong cash flow from operations was used to purchase additional assets for the company.ID1–5Creditors would impose these types of restrictions on Continental Airlines so that the creditors would be protected for their loans. These types of restrictions are fairly common and act as a trip wire to warn the creditors that business may not be going well. The cash restriction would force Continental to have enough cash to pay the interest on the debt, the minimum stockholders’ equity makes sure that there are assets to act as collateral for the loans, and the restriction of dividends insures that management doesn’t distribute cash or assets out to the stockholders and not leave assets in the company to satisfy the creditors.These restrictions act as trip wires in that as soon as a restriction is violated the creditors can call the debt and force the company to pay back the loans. What is more typical is for the loans to be restructured. This usually means higher interest rates and fees to do the restructuring. These all put the creditors in a better position to protect their loans.ID1–6Companies would usually engage in this type of behavior to try to improve their stock price. By showing higher revenues or lower expenses investors are more likely to reward the company with a higher stock price. Companies that have negative cash flow are under a lot of pressure to maintain a high stock price since selling stock is the only way to fund the business. This type of incentive can lead to questionable behavior.The ethical implications are significant because if investors lose faith in the financial statements that are reported this would severely impact the stock market. A strong driver to a robust economy is access to capital (stock markets). If this source is reduced because investors don’t believe the numbers that are reported, a very bad impact on the overall economy would result.ID1–7This is the normal statement that an auditor would make about a company whose books it had audited and found no significant problems. This would be part of what is called a “non-qualified opinion”. If there was a particular item that the auditors did not agree with they would issue a “qualified opinion” – they would agree with everything except the qualified item that would be identified.“In our opinion”, it is their opinion and not a fact, “fairly, in all material respects”, means that the auditors can not say that every single number is exactly accurate to the penny but that the numbers are generally about right. This reflects the concept of materiality. The auditors believe that all material items have been presented accurately. “in conformity with generally accepted accounting principles”, this means that the financial statements have been compiled in a way that meets all of the accounting principles that are called GAAP.ID1–8Corporate governance describes the relationship among the stakeholders of a company, mainly : the shareholders, the Board of Directors, management and the company’s auditors.Corporate governance mechanisms encourage management and the Board of Directors to act in the best interest of the shareholders and to provide the shareholders with accurate and timely financial information. The Sarbanes-Oxley Act was passed to upgrade the financial transparency of corporate operations, requiring increased financial disclosures and management responsibilities for the intergrity of the financial statements. Improved information provided to shareholders and other providers of capital will strenghten the confidence in the financial system, ultimately benefitting both providers and users of capital.ID1–9Management is charged with the responsibility to benefit the shareholders’ investment in the company. Choosing investments that will boost the short-term results of the company in lieu of long-term gains does not meet this requirement. While satisfying the needs of Wall Street analysts for short-term results, a management decision to forego larger long-term returns violates the relationship between the owners of the company and the management of the company. Many observers feel that short-term profit pressures from analysts have caused management to ignore its responsibility to work for the long-term benefit of the shareholder.ID1–10While the NYSE is reacting to potential rules changes based on marketing considerations, the SEC is reacting based on a desire to improve the quality of financial information that companies disclose. The SEC has a very strong argument in that the US equity markets are the largest and most liquid markets in the world. All other countries would love to have a financial market like the ones that exist in the US.One of the possible reasons that other countries don’t want to adopt the same accounting rules as exist in the US is that their companies may not compare well with US companies that have been operating under the stricter rules. To lower the accounting standards may have the impact of influencing the US capital markets to look more like capital markets in other countries, which would not be good for the US economy.ID1–11Many experts agree that one of the driving forces recently in economic growth has been the globalization of the economy, with countries across the world doing more and more business with each other. This globalization is threatened when the companies cannot agree on a uniform set of guidelines covering a business practice as important as financial reporting. The flow of capital is dependent on transparent and accurate financial information. If countries cannot agree on accounting standards, the ability of those companies to do business in each other’s markets, and the ability of capital to move from one country to another, will be limited.ID1–12Management accounting is the accounting system that generates information that is used exclusively by the managers of the company. Financial accounting refers to the financial statements that are prepared and distributed outside of the company. So in many cases management accounting information is the operational information used by the managers of the company. This can be very proprietary to the company and so is not made public.Management accounting numbers are not subject to audit and therefore are prepared in whatever form is helpful to the manager.Financial accounting information is audited and therefore has to follow GAAP. Its primary purpose is to be used by people outside of the company.ID1-13a. Home Depot is a large retailing company, focusing on hardware sales to consumers andcontractors. It is a retailer because it does not manufacture the goods that it sells. It buys products from vendors and offers those products for sale in its stores.b. The firm of KPMG audits the financial statements of Home Depot. The audit report consists of4 paragraphs. The first paragraph states what years and financial statements were auditedand therefore being commented upon by this audit report. The second paragraph explains what an audit is intended to do and how the company has gone about doing this audit. The third paragraph states the auditors’ opinion regarding the financial statements that have been audited. The final paragraph indicates a change in accounting methods by the company.c. Net income in 2003 was $4,304,000,000, for 2002 net income was $3,664,000,000 and for2001 net income was $3,044,000,000.d. 2003 2002Current liabilities $9,554 27.7% $8,035 26.8%Long-term liabilities 2,476 7.2% 2,174 7.2%Total assets $34,437 $30,011From 2002 to 2003 Home Depot increased its current liabilities by $1.5 billion and increased its long-term liabilities by $300 million. As a percentage of total assets, however, long-term liabilities remained constant. The ratio of current liabilities to total assets increased by nearly a percentage point. This shows that the increase in total assets (over $4 billion) was generated by the increase in current liabilities and net income.e. Cash from operating activities was $6,545,000,000 in 2003, in 2002 it was $4,802,000,000 andin 2001 was $5,963,000,000.f. Home Depot is considered to be one of the best-managed companies in the US. The companyis extremely profitable (see c above), growing and well-capitalized. This financial condition is reflected in the company’s cash balance of over $2.8 billion and shareholders’ equity of over $22 billion.。
英国留学国际金融专业
英国留学国际金融专业英国留学金融专业详解分类及介绍国外关于金融专业的设置，是两方面都有。
一、以微观为主，也就是研究与公司个体有关的投资、融资等行为。
另一方面就是和国内类似的宏观金融的研究。
专业细分英国大学的金融专业按细分不同通常设置在商学院、经济学院或数学学院。
在参考专业排名时需要考虑会计与金融、经济、商学三个方向。
金融专业细分可分为：金融学、公司金融、金融与投资、国际金融、银行与金融、金融与管理、会计与金融、风险管理、房地产金融与投资、金融与经济、金融工程。
金融学：对金融各个细分领域的综合介绍。
下面以曼彻斯特大学为例来看下金融学专业的课程设置：第一学期必修课：Introductory Research Methods for Accounting and Finance; 会计与金融学方法导论Essentials of Finance;金融学精要Derivative Securities衍生证券选修一门：Portfolio Investment证券投资International Macroeconomics and Global Capital Markets国际宏观经济学与全球资本市场Foundations of Finance Theory金融学基础第二学期Financial Econometrics金融计量经济学Advanced Empirical Finance高级实证金融学Corporate Finance; 公司金融选修一门International Finance国际金融Financial Statement Analysis财务报表分析Real Options in Corporate Finance公司金融中的实物期权Mergers and Acquisitions: Economic and Financial Aspects关于企业并购的经济金融思考Dissertation毕业论文公司金融：解决以公司财务、公司融资、公司治理为核心的公司治理结构方面的问题，综合运用各种形式的金融工具与方法，进行风险管理和财富创造。
会计舞弊财务舞弊外文文献翻译
会计舞弊财务舞弊外文文献翻译(含：英文原文及中文译文)文献出处：Badawi I M. Global corporate accounting frauds and action for reforms[J]. Review of Business, 2005, :26(:2).英文原文Global Corporate Accounting Frauds and Action for ReformsIbrahim BadawiSt. John’s UniversityAbstractThe recent wave of corporate fraudulent financial reporting has prompted global actions for reforms in corporate governance and financial reporting, by governments and accounting and auditing standard-setting bodies in the U.S. and internationally, including the European Commission; the International Federation of Accountants; the Organization for Economic Cooperation and Development; and others, in order to restore investor confidence in financial reporting, the accounting profession and global financial markets.IntroductionDuring the recent series of corporate fraudulent financial reporting incidents in the U.S., similar corporate scandals were disclosed in several other countries. Almost all cases of foreign corporate accounting frauds were committed by entities that conduct their businesses in more than onecountry, and most of these entities are also listed on U.S. stock exchanges. Following the legislative and regulatory reforms of corporate America, resulting from the SarbanesOxley Act of 2002, reforms were also initiated worldwide. The primary purpose of this paper is twofold: (1) to identify the prominent American and foreign companies involved in fraudulent financial reporting and the nature of accounting irregularities they committed; and (2) to highlight the global reaction for corporate reforms which are aimed at restoring investor confidence in financial reporting, the public accounting profession and global capital markets.Cases of Global Corporate Accounting FraudsThe list of corporate financial accounting scandals in the U.S. is extensive, and each one was the result of one or more creative accounting irregularities. Exhibit 1 identifies a sample of U.S. companies that committed such fraud and the nature of their fraudulent financial reporting activities.Who Commits Financial Fraud and HowThere are three groups of business people who commit financial statement frauds. They range from senior management (CEO and CFO); mid- and lower-level management; and organizational criminals [6,16]. CEOs and CFOs commit accounting frauds to conceal true business performance, to preserve personal status and control and to maintain personal income and wealth. Mid- and lower-level employees falsifyfinancial statements related to their area of responsibility (subsidiary, division or other unit) to conceal poor performance and/or to earn performance-based bonuses. Organizational criminals falsify financial statements to obtain loans or to inflate a stock they plan to sell in a “pump-and-dump” scheme. Methods o f financial statement schemes range from fictitious or fabricated revenues; altering the times at which revenues are recognized; improper asset valuations and reporting; concealing liabilities and expenses; and improper financial statement disclosures.Global Regulatory Action for Corporate and Accounting ReformsIn response to corporate and accounting scandals, the effects of which are still being felt throughout the U.S. economy, and in order to protect public interest and to restore investor confidence in the capital market, U.S. lawmakers, in a compromise by the House and Senate, passed the Sarbanes-Oxley Act of 2002. President Bush signed this Act into law (Public Law 107-204) on July 30, 2002. The Act resulted in major changes to compliance practices of large U.S. and non-U.S. companies whose securities are listed or traded on U.S. stock exchanges, requiring executives, boards of directors and external auditors to undertake measures to implement greater accountability, responsibility and transparency of financial reporting. The statutes of the Act, and the new SEC initiatives that followed [1,4,8,12,15], are considered the mostsignificant legislation and regulations affecting the corporate community and the accounting profession since 1933. Other U.S. regulatory bodies such as NYSE, NASDAQ and the State Societies of CPAs have also passed new regulations which place additional burdens on publicly traded companies and their external auditors.The Sarbanes-Oxley Act (SOA) is expressly applicable to any non-U.S. company registered on U.S. exchanges under either the Securities Act of 1933 or the Security Exchange Act of 1934, regardless of country of incorporation or corporate domicile. Furthermore, external auditors of such registrants, regardless of their nationality or place of business, are subject to the oversight of the Public Company Accounting Oversight Board (PCAOB) and to the statutory requirements of the SOA.The United States’ SOA has reverberated around the globe through the corporate and accounting reforms addressed by the International Federation of Accountants (IFAC); the Organization for Economic Cooperation and Development (OECD); the European Commission (UC); and authoritative bodies within individual European countries.International Federation of Accountants (IFAC)The IFAC is a private governance organization whose members are the national professional associations of accountants. It formally describes itself as the global representative of the accounting profession, with the objective of serving the public interest, strengthening theworldwide accountancy profession and contributing to the development of strong international economies by establishing and promoting adherence to high quality standards [9]. The Federation represents accountancy groups worldwide and has served as a reminder that restoring public confidence in financial reporting and the accounting profession should be considered a global mission. It is also considered a key player in the global auditing arena which, among other things, constructs international standards on auditing and has laid down an international ethical code for professional accountants [14]. The IFAC has recently secured a degree of support for its endeavors from some of the world’s most influential interna tional organizations in economic and financial spheres, including global Financial Stability Forum (FSF), the International Organization of Securities Commissions (IOSCO), the World Bank and, most significantly, the EC. In October 2002, IFAC commissioned a Task Force on Rebuilding Public Confidence in Financial Reporting to use a global perspective to consider how to restore the credibility of financial reporting and corporate disclosure. Its report, “Rebuilding Public Confidence in Financial Reporting: An International Perspective,” includes recommendations for strengthening corporate governance, and raising the regulating standards of issuers. Among its conclusions and recommendations related to audit committees are:1. All public interest entities should have an independent auditcommittee or similar body.2. The audit committee should regularly report to the board and should address concerns about financial information, internal controls or the audit.3. The audit committee must meet regularly and have sufficient time to perform its role effectively.4. Audit committees should have core responsibilities, including monitoring and reviewing the integrity of financial reporting, financial controls, the internal audit function, as well as for recommending, working with and monitoring the external auditors.5. Audit committee members should be financially literate and a majority should have “substantial financial experience.” They should receive further training as necessary on their responsibilities and on the company.6. Audit committees should have regular private “executive sessions” with the outside auditors and the head of the internal audit department. These executive sessions should not include members of management. There should be similar meetings with the chief financial officer and other key financial executives, but without other members of management.7. Audit committee members should be independent of management.8. There should be a principles-based approach to definingindependence on an international level. Companies should disclose committee members’ credentials, remuneration and shareholdings.9. Reinforcing the role of the audit committee should improve the relationship between the auditor and the company. The audit committee should recommend the hiring and firing of auditors and approve their fees, as well as review the audit plan. 10. The IFAC Code of Ethics should be the foundation for individual national independence rules. It should be relied on in making decisions on whether auditors should provide non-audit services. Non-audit services performed by the auditor should be approved by the audit committee.11. All fees, for audit and non-audit services, should be disclosed to shareholders.12. Key audit team members, including the engagement and independent review partners, should serve no longer than seven years on the audit.13. Two years should pass before a key audit team member can takea position at the company as a director or any other important management positionOrganization for Economic Cooperation and Development (OECD) The Organization for Economic Cooperation and Development (OECD) is a quasi-think tank made up of 30 member countries, includingthe United States and United Kingdom, and it has working relationships with more than 70 other countries. In 2004, the OECD unveiled the updated revision of its “Principles of Corporate Governance” that had originally been adopted by its member governments (including the U.S. and UK) in 1999. Although they are nonbinding, the principles provide a reference for national legislation and regulation, as well as guidance for stock exchanges, investors, corporations and other parties [11,13]. The principles have long become an international benchmark for policy makers, investors, corporations and other stakeholders worldwide. They have advanced the corporate governance agenda and provided specific guidance for legislative and regulatory initiatives in both the OECD and non-OECD countries.The 2004 updated version of “Principles of Corporate Governance” includes recommendations on accounting and auditing standards, the independence of board members and the need for boards to act in the interest of the company and the shareholders. The updated version also sets more demanding standards in a number of areas that impact corporate executive compensation and finance, such as:1. Granting investors the right to nominate company directors, as well as a more forceful role in electing them.2. Providing shareholders with a voice in the compensation policy for board members and executives, and giving these stockholders theability to submit questions to auditors.3. Mandating that institutional investors disclose their overall voting policies and how they manage material conflicts of interest that may affect the way the investors exercise key ownership functions, such as voting4. Identifying the need for effective protection of creditor rights and an efficient system for dealing with corporate insolvency.5. Directing rating agencies, brokers and other providers of information that could influence investor decisions to disclose conflicts of interest, and how those conflicts are being managed.6. Mandating board members to be more rigorous in disclosing related party transactions, and protecting soca lled “whistle blowers” by providing the employees with confidential access to a board-level contact.U.S.-EU Cooperation for Corporate Reforms Initially, the European Union resented applicability of U.S. Sarbanes-Oxley Act reforms to European companies and accounting firms operating in the U.S. However, after a series of negotiations, the U.S. and EU authorities have agreed to cooperate and decided to develop a compatible set of regulations. The regulatory bodies on both continents have undertaken a two-way cooperative approach based on effective equivalence of regulation and oversight authorities. Furthermore, member states of the European Union have proposed a code of conduct on the independent auditors whichincludes a five-year auditor rotation requirement. Furthermore, the national governments of the individual European countries have proposed reforms of their corporate laws. For example, in July 2002, the British government released a white paper proposing changes to the Company Law, which included harsher penalties for misleading auditors; redefining the roles of the directors; and creating standards for boards in accounting supervision and other disclosure issues. The British government is also reviewing the roles of non-executive directors and is considering the regulation of audit committees.中文译文全球企业会计欺诈与改革行动易卜拉欣·巴达维圣约翰大学摘要最近一波企业欺诈性财务报告激发了全球公司治理和财务报告改革，政府和会计和审计机构在美国和国际上的标准制定机构，包括欧盟委员会，国际会计师联合会;经济合作与发展组织;以恢复投资者对财务报告，会计行业和全球金融市场的信心。
ACCA F1 Ch7 Corporate governance and social responsibility
the managers
the stakeholders
Governance codes: Principles vs rules
•The Hampel report in the UK came out very firmly in favour of a principles-based approach.
Internationalisation & globalisatoin Different treatment of domestic & foreign investor Financial reporting issues High profile corporate scandals Cultural significance
◦B
Question
Which of the following is NOT a major theme of corporate governance? ◦ A Ensuring the confidentiality of information ◦ B Accountability ◦ C Ethical treatment of stakeholders ◦ D The management and reduction of risk ◦A
Perspectives on governance
Stewardship theory Agency theory Managers seek to look after their own interests How to govern: align the interests (Performance Incentives) Stakeholder theory
罗斯《公司金融》第十版课件Chap001
Other stakeholders
Work the Web Example
The Internet provides a wealth of infnies
One excellent site is Click on the web surfer to go to the site, choose a
Corporation
1-11
Partnership
Advantages:
• Two or more owners • More capital available • Relatively easy to start
• Income taxed once as personal income
1-12
Sole Proprietorship
Disadvantages:
• Limited to life of owner • Equity capital limited to owner’s personal wealth • Unlimited liability
• Difficult to sell ownership interest
Financial Markets
Cash flows to the firm
Primary vs. secondary markets
Dealer vs. auction markets
Listed vs. over-the-counter securities
NYSE NASDAQ
Does this mean we should do anything and everything to maximize owner wealth?
Corporate Governance and the Financial Crisis
The OECD Steering Group Action Plan: The Agenda
In April 2009, the Steering Group adopted an action plan based on two pillars:
– establishing a set of recommendations in the specific areas of corporate governance where they found the most relevant implementation gaps of the principles (to be published as a self-standing commentary to the Principles)
Corporate Governance and the Financial Crisis
Daniel Blume, OECD Corporate Affairs Division 10 November, 2009 Rio de Janeiro, Brazil
The role of Corporate Governance in the Crisis: the evidence
Last week, Steering Group considered 34 specific “implementation guidance” recommendations
– developing better and systematic mechanisms for peer review and peer dialogue
The role of Corporate Governance in the Crisis: the analytical framework
2024年研究生考试考研英语(二204)试题与参考答案
2024年研究生考试考研英语(二204)复习试题与参考答案一、完型填空（10分）Section A: Reading Comprehension (Part A: Multiple Choice Questions)In this section, there is a passage with 20 blanks. For each blank in the passage, there are four choices marked A, B, C, and D. You should choose the ONE that best fits into the passage.The world of fashion is an ever-changing landscape, where trends come and go with the speed of light. The following passage explores the dynamics of this dynamic industry.Fashion designers often work under immense pressure to keep up with the latest trends. The competition to create unique and eye-catching designs is fierce. (1)________, they are expected to produce new collections every few months, which can be quite a challenge.1.A. Despite this high demandB. Because of this high demandC. However, this high demandD. In order to meet this high demandFashion weeks, held in major cities around the world, are where new trendsare showcased to the public. (2)________, these events are a mix of glamour and chaos, attracting thousands of fashion enthusiasts and industry professionals.2.A. ConsequentlyB. MoreoverC. HoweverD. NeverthelessDesigners must be aware of the cultural and social contexts of their audiences to create designs that resonate. (3)________, understanding consumer behavior is crucial in the fashion industry.3.A. FurthermoreB. In contrastC. MoreoverD. NonethelessThe process of creating a new collection is both creative and logistical. First, designers brainstorm ideas and sketch their concepts. (4)________, they need to source fabrics, materials, and accessories.4.A. NextB. ThereforeC. HoweverD. Moreover(5)________, designers must also consider the sustainability and ethical aspects of their work.B. ConsequentlyC. HoweverD. MoreoverOnce the collection is complete, it is presented to buyers, who decide whether to purchase the designs for their stores. (6)________, this stage is critical to a designer’s success.6.A. As a resultB. MoreoverC. HoweverD. ConsequentlyFashion is not just about clothing; it is a reflection of personal style and identity. (7)________, it can also be a powerful statement about social issues and causes.7.A. AlthoughB. HoweverC. MoreoverD. FurthermoreThe impact of social media on the fashion industry cannot be overstated. Platforms like Instagram and TikTok have given designers a global audience and a direct line to consumers. (8)________, this has transformed the way fashion trends are discovered and followed.B. ConsequentlyC. HoweverD. MoreoverFashion is a global industry, but it is also deeply rooted in local cultures.(9)________, designers must balance the desire to be innovative with the need to respect and incorporate traditional elements.9.A. ConsequentlyB. MoreoverC. HoweverD. NeverthelessThe economic aspect of the fashion industry is significant, with billions of dollars spent on clothing and accessories each year. (10)________, the industry faces challenges such as overproduction and waste.10.A. AdditionallyB. ConsequentlyC. HoweverD. MoreoverAnswers:1.A2.B3.A4.A5.A6.A7.C8.A9.B10.C二、传统阅读理解（本部分有4大题，每大题10分，共40分）第一题Reading PassageIn the wake of the global financial crisis, there has been a growing interest in the role of corporate governance in shaping a company’s financial performance. Corporate governance refers to the system by which businesses are directed and controlled. It in cludes the relationships between a company’s management, its board, its shareholders, and other stakeholders. The effectiveness of corporate governance has become a key issue for investors and regulators alike.The crisis exposed several weaknesses in the traditional models of corporate governance, particularly those that rely heavily on external oversight. Critics argue that such models are prone to conflicts of interest, lack transparency, and can be influenced by short-term financial pressures. In contrast, somescholars advocate for a more inclusive approach that involves a stronger role for shareholders and a focus on long-term value creation.The following passage discusses the impact of corporate governance on a company’s financial performance.PassageThe impact of corporate governance on a company’s financial performance is a topic of considerable debate. Studies have shown that well-governed companies tend to outperform their poorly governed counterparts. This is attributed to several factors. Firstly, effective governance structures ensure that decisions are made with the best interests of shareholders in mind. Secondly, strong corporate governance promotes accountability and transparency, which can enhance investor confidence. Lastly, good governance practices often lead to better risk management and strategic planning.However, the relationship between corporate governance and financial performance is complex and multifaceted. It is not always the case that better governance leads to better financial results. For instance, excessive shareholder activism can disrupt management and hinder the company’s ability to execute its business strategy. Moreover, the quality of governance can vary significantly across different industries and regions.1、What is the main focus of the passage?A. The causes of the global financial crisisB. The effectiveness of traditional corporate governance modelsC. The role of shareholders in corporate governanceD. The relationship between corporate governance and financial performance2、According to the passage, what is one factor that contributes towell-governed companies outperforming others?A. Lack of shareholder activismB. Strong corporate governance structuresC. Short-term financial pressuresD. Excessive oversight by external bodies3、Which of the following is NOT mentioned as a factor contributing to better financial performance?A. AccountabilityB. TransparencyC. Strategic planningD. Long-term financial planning4、What does the passage suggest about the relationship between corporate governance and financial performance?A. It is always a positive correlation.B. It is complex and multifaceted.C. It is influenced by shareholder activism.D. It is only relevant in well-governed companies.5、The author’s attitude towards the effectiveness of traditional corporate governance models can be best described as:A. SkepticalB. SupportiveC. IndifferentD. CriticalAnswers1、D2、B3、D4、B5、D第二题Passage:The digital age has revolutionized the way we communicate and access information. With the advent of the internet and social media, the traditional newspaper industry has faced significant challenges. One such challenge is the declining circulation of print newspapers. This essay explores the reasons behind the decline and discusses the impact it has on journalism and society.In the past, newspapers were the primary source of news and information for most people. They provided comprehensive coverage of local, national, and international events. However, the rise of the internet has changed the landscape. People now have access to news and information at their fingertips, often from sources that are not as reliable as traditional newspapers. This shifthas led to a decrease in print newspaper circulation.Several factors contribute to the decline of print newspapers. Firstly, the internet offers convenience and speed. People can get news updates in real-time, without the need to wait for the morning newspaper to arrive. Secondly, the cost of purchasing a newspaper is a significant factor. Many people find it more cost-effective to access news online for free. Lastly, the traditional newspaper format is often considered outdated by younger generations, who are more accustomed to digital media.The decline of print newspapers has had a profound impact on journalism. With reduced circulation, newspapers are facing financial difficulties, which can lead to cutbacks in staff and resources. This, in turn, can result in a loss of quality and diversity in news reporting. Additionally, the decline of print newspapers has implications for the democratic process. Informed citizens are essential for a healthy democracy, and the availability of diverse news sources is crucial for fostering an informed electorate.Despite the challenges, there is hope for the future of journalism. Many newspapers have adapted by embracing digital technologies. They are investing in online platforms and mobile applications to reach a wider audience. Some have even started experimenting with virtual reality to provide immersive news experiences. These innovations may help newspapers survive and thrive in the digital age.Questions:1、What is the main topic of the passage?A. The benefits of digital media over print mediaB. The challenges faced by the traditional newspaper industryC. The impact of the internet on news consumption habitsD. The future of journalism in the digital age2、Which of the following is NOT mentioned as a contributing factor to the decline of print newspapers?A. The convenience and speed of the internetB. The cost of purchasing a newspaperC. The preference for digital media among younger generationsD. The quality of news reporting in print newspapers3、According to the passage, what is the potential consequence of the decline in newspaper circulation?A. An increase in the number of reliable news sources onlineB. A loss of quality and diversity in news reportingC. A more informed and engaged citizenryD. A decrease in the number of journalists4、How are newspapers adapting to the digital age according to the passage?A. By reducing their staff and resourcesB. By embracing digital technologies and online platformsC. By focusing on local news and community engagementD. By charging for access to their online content5、What is the author’s overall tone regarding the future of journalism?A. PessimisticB. OptimisticC. IndifferentD. ConfusedAnswers:1、B2、D3、B4、B5、B第三题The following is a passage from a recent article on the impact of technology on education. Read the passage carefully and answer the questions that follow.Technology has revolutionized the way we live, work, and learn. In the realm of education, the integration of technology has brought about significant changes. One of the most notable advancements is the use of online learning platforms, which have become increasingly popular among students and educators alike. These platforms offer flexibility, convenience, and access to a vast array of resources. However, despite these benefits, there are concerns about the effectiveness of online learning and its impact on traditional educational methods.Online learning platforms provide students with the opportunity to study at their own pace and from the comfort of their homes. This flexibility is particularly appealing to working professionals who wish to further their education without interrupting their careers. Moreover, these platforms often feature interactive elements such as videos, quizzes, and forums, which enhance the learning experience. Educators also benefit from these tools, as they can reach a wider audience and provide personalized feedback to students.Despite the advantages, some argue that the lack of face-to-face interaction in online learning can hinder the development of crucial skills such as critical thinking and communication. Traditional classroom settings offer a dynamic environment where students can engage in discussions, ask questions, and learn from each other. Furthermore, the social aspects of education, such as teamwork and networking, are often diminished in online environments.1、What is one significant advantage of online learning platforms mentioned in the passage?2、How do online learning platforms benefit educators?3、What is a concern expressed about online learning in terms of student development?4、According to the passage, what is often diminished in online environments?5、What is the author’s overall stance on the impact of technology on education?1、The opportunity to study at one’s own pace and from the comfort of their homes.2、The ability to reach a wider audience and provide personalized feedback to students.3、The lack of face-to-face interaction can hinder the development of crucial skills such as critical thinking and communication.4）The social aspects of education, such as teamwork and networking.5）The author acknowledges the benefits of technology in education but also expresses concerns about its impact on traditional methods and student development.第四题Passage:The rise of the internet has had a profound impact on the way people communicate, access information, and conduct business. One of the most significant changes brought about by the internet is the shift from traditional, print-based media to digital, online media. This shift has been particularly noticeable in the realm of news reporting and consumption. While traditional media outlets like newspapers and magazines have been slow to adapt, the rise of online news platforms has transformed the industry.1、The first paragraph primarily discusses:A. The negative effects of the internet on traditional media.B. The impact of the internet on various aspects of human life.C. The transformation of the news industry due to the internet.D. The slow adaptation of traditional media outlets to the internet.2、The word “profound” in the first sentence is closest in meaning to:A. Temporary.B. Shallow.C. Deep.D. Irrelevant.3、Which of the following is NOT mentioned as a change brought about by the internet in the first paragraph?A. The way people communicate.B. The way people access information.C. The way people consume media.D. The way people write letters.4、The phrase “slow to adapt” in the second paragraph suggests that:A. Traditional media outlets have quickly embraced the internet.B. Traditional media outlets have been resistant to change.C. Traditional media outlets are the fastest-growing segment of the industry.D. Traditional media outlets have been more successful than online platforms.5、The author’s tone throughout the passage can best be described as:A. Critical.B. Objective.C. Supportive.D. Enthusiastic.Answers:1、C2、C3、D4、B5、B三、阅读理解新题型（10分）Passage:Astronomy, the study of the universe, has always been a popular field of research. With the advancement of technology, we have been able to explore the cosmos and uncover many fascinating facts about our universe. One of the most intriguing discoveries is the existence of exoplanets, or planets outside our solar system. These planets have different characteristics and environments compared to those in our solar system, which makes them a subject of great interest for scientists.Exoplanets come in various sizes and orbit their stars at different distances. Some of them are located in the habitable zone, where conditions mightallow for the existence of liquid water on their surfaces. This has sparked a hope that we might find signs of life on these distant worlds. However, the search for life on exoplanets is not an easy task, as the conditions on these planets can be extremely harsh.To study exoplanets, scientists use a variety of techniques, including the transit method, the radial velocity method, and the direct imaging method. The transit method involves observing the brightness of a star as an exoplanet passes in front of it, which can reveal the size and orbit of the planet. The radial velocity method measures the tiny wobbles of a star caused by the gravitational pull of an orbiting exoplanet, allowing scientists to estimate its mass. The direct imaging method is the most challenging but provides detailed information about the planet’s surface, atmosphere, and orbit.Despite the progress made in exoplanet research, there are still many challenges ahead. One of the challenges is the difficulty in observing exoplanets due to their immense distance from Earth. Another challenge is the limited information we have about these planets, as most of the data comes from indirect observations. However, as technology continues to improve, scientists are optimistic that we will be able to overcome these challenges and learn more about the mysterious exoplanets.Questions:1.What is the main topic of the passage?a) The history of astronomyb) The existence of exoplanetsc) The challenges of studying exoplanetsd) The different methods used to study exoplanets2.Why are exoplanets of great interest to scientists?a) They are easier to study than planets in our solar systemb) They might contain signs of lifec) They have unique characteristics and environmentsd) They are located in the habitable zone3.According to the passage, what is the transit method used for?a) Measuring the mass of an exoplanetb) Observing the surface of an exoplanetc) Estimating the size and orbit of an exoplanetd) Measuring the wobbles of a star4.What is one of the challenges in studying exoplanets?a) The difficulty in observing them due to their distance from Earthb) The limited information we have about these planetsc) The harsh conditions on exoplanetsd) The limited technology available for studying exoplanets5.What can be concluded about the future of exoplanet research from the passage?a) It will be abandoned due to the challenges involvedb) It will be limited to indirect observations onlyc) It will continue to progress as technology improvesd) It will be focused on studying only the planets in our solar systemAnswers:1.b2.b3.c4.a5.c四、翻译（本大题有5小题，每小题3分，共15分）第一题Translate the following Chinese passage into English.中文段落：随着互联网技术的飞速发展，人们的生活方式发生了翻天覆地的变化。
全美反舞弊性财务报告委员会
美国全美反舞弊性财务报告委员会所属分类：待翻译的条目 , 会计师公会目录 [隐藏]∙COSO委员会简介∙COSO的运行∙COSO Board of Directors本条目包含过多不是中文的内容，欢迎协助翻译。
若已有相当内容译为中文，可迳自去除本模板。
COSO委员会(Committee of Sponsoring Organizations of the Treadway Commission)COSO委员会(Committee of Sponsoring Organizations of the Treadway Commission，简称COSO)COSO委员会网站网址：/编辑COSO委员会简介COSO委员会（全美反舞弊性财务报告委员会发起组织，Committee of Sponsoring Organizations of the Treadway Commission，缩写COSO）1985年，由美国注册会计师协会(AICPA)、美国会计学会(AAA)、财务经理人协会(FEI)、美国内部审计师协会(国际内部审计师协会的前身，IIA)、美国管理会计师协会(IMA)联合创建了反虚假财务报告委员会（通常称Treadway委员会），旨在探讨财务报告中的舞弊产生的原因，并寻找解决之道。
两年后，基于该委员会的建议，其赞助机构成立COSO（Committee of Sponsoring Organization，COSO）委员会，专门研究内部控制问题。
1992年9月，COSO委员会发布《内部控制整合框架》（COSO-IC），简称COSO报告，1994年进行了增补。
这些成果马上得到了美国审计署(GAO) 的认可，美国注册会计师协会（AICPA）也全面接受其内容并于1995年发布了《审计准则公告第78号》。
由于COSO报告提出的内部控制理论和体系集内部控制理论和实践发展之大成，成为现代内部控制最具有权威性的框架，因此在业内倍受推崇，在美国及全球得到广泛推广和应用。
CFA一级考试《公司金融》考试大纲
CFA一级考试《公司金融》考试大纲CFA一级考试大纲科目《公司金融》，CFA一级考试大纲考纲变化：公司金融科目权重为 8-12%，三个 Session，内容较多。
新考纲公司金融科目的变化较大，传统的老核心"资原来源'和"资本使用'发生修订，新增资原来源章节内容，且将部分二级公司金融的 Capital Structure 资本结构内容转移至一级叙述，加深过渡，营运资本管理整体删除。
详细变动内容：SESSION 9 - CORPORATE ISSUERS (1)READING 27 INTRODUCTION TO CORPORATE GOVERNANCE AND OTHER ESG CONSIDERATIONS （原 READING 31. CORPORATE GOVERNANCE AND ESG: AN INTRODUCTION）章节名称更换。
READING 28. USES OF CAPITAL，（原Reading 32: Capital Budgeting）(1) 资本预算原则整合进新考纲describe the capital allocation process and basic principles of capital allocation; 描述资产配置流程和基本原则。
(2) 新增 describe common capital allocation pitfalls 资产配置陷阱.(3) 一部分 NPV 和 IRR 学问点删除。
READING 29. SOURCES OF CAPITAL 新增章节资原来源，新增考点。
(1) describe types of financing methods and considerations in their selection; 融资方式和选择(2) describe primary and secondary sources of liquidity and factors that influence a companys liquidity position;(3) compare a companys liquidity position with that of peer companies;(4) evaluate choices of short-term funding.SESSION 10 - CORPORATE ISSUERS （2）READING 30. COST OF CAPITAL-FOUNDATIONAL TOPICS 新增章节：资本成本-基础主题（原 reading33 Cost of Capital 拆分）READING 31. CAPITAL STRUCTURE 新增章节：资本结构（原二级公司金融章节）新增以下考点：(1) adescribe how a companys capital structure may change over its life cycle;(2) explain the Modigliani Miller propositions regarding capital structure;(3) describe the use of target capital structure in estimating WACC, and calculate and interpret target capital structure weights;(4) explain factors affecting capital structure decisions;(5) describe competing stakeholder interests in capitalstructure decisions.SESSION 11 - CORPORATE ISSUERS (3)Reading35 Working Capital Management 营运资本管理删除。
内部控制的概念
1936年美国会计师协会(AIA)首次正式提出了内部控制的概念。
此后，理论界和学术界不断推陈出新。
但基本上都没有突破会计控制的范围。
1992年COSO对内部控制的概念进行了突破和创新，并得到国际社会的高度认可。
但COSO内部控制框架流程与内部控制目标之间存在着逻辑缺陷，致使COSO内部控制框架的概念被质疑，实践中也缺乏可操作性和普适性。
实际上，COSO内部控制框架仅提供了一个较为全面的风险控制导引，各个国家和地区中的企业需要根据自身企业内部特征以及外部环境要素设计具有针对性的内部控制体系。
即不同地区中的企业需要界定内部控制的边界，并基于此设计相应的内控模式、机制、方法，以实现企业的全面风险管理和高效的内部控制①。
因此，无论是基于理论层面还是实物层而，重视对内部控制本质、边界和目标等基本属性的研究，是构建企业内部控制体系的前提和基础。
既有文献针对内部控制本质及内涵的研究主要涉及两个层次的内容:一个层次是从企业系统和整体效率的视角界定内部控制的概念;另一个层次是企业内控系统的构成单元和子系统。
内部控制的组成部分或子概念主要包括两个方面:一个方而是按照层级结构来分的企业治理层面的控制和企业管理控制;另一个方面是为了满足不同需要而单独界定的企业各职能部门和各层级所确立的内部控制体系，如财务报告内部控制，会一计控制等概念，I-!前比较成型和有影响力!、勺是财务报告内部控制’、「「。
自华，高_立(2011)’‘在困内外相关研究的琴础_上，指出无沦从历史发展、时间考察还是理论逻辑方而看，财务报告内部控制陷入了一个为不能存在的系统寻找独立存在的理由的尴尬境地。
ICI此，应该尽早用“内部拄制”取代“财务报告内部控制”。
杨清香(2010) `"利用马克思认识论，对如何构建内部控制的概念框架问题进行了探讨，认为内部控制的本质是构建内部控制概念框架或理论体系的逻辑起点，内部控制的其他概念或理沦要素都是根据内部控制的木质演绛推论出来的。
公司理财第五版高等院校双语教材·金融系列-chapter-13英文课件
公司理财第五版高等院校双语教材·金融系列-chapter-13英 文
19
14
Content
• Creating value with financing decisions
• Common stock
• Preferred stock
• Corporate debt
• Convertible securities
• Patterns of corporate financing
Retained earnings: 留存收益 Board of directors: 董事会 Outside directors: 外部董事 Majority voting: 多数表决投票制度 Cumulative voting: 累积投票权 Proxy contest: 代理权争夺
公司理财第五版高等院校双语教材·金融系列-chapter-13英 文
公司理财第五版高等院校双语教材·金融系列-chapter-13英 文
5
Content
• Creating value with financing decisions
• Common stock
• Preferred stock
• Corporate debt
• Convertible securities
18
Lenders are not regarded as owners of the firm, they don’t normally have any voting power. Also, the company’s payments of interest are regarded as a cost and are therefore deducted from taxable income. Thus interest is paid out of beforetax income, whereas dividends on common and preferred stock are paid out of after-tax income.
欧盟绿皮书《Corporate governance in financial institutions and remuneration policies》
ENEUROPEAN COMMISSIONBrussels, 2.6.2010COM(2010) 284 finalGREEN PAPERCorporate governance in financial institutions and remuneration policies{COM(2010) 285 final}{COM(2010) 286 final}{SEC(2010) 669}GREEN PAPERCorporate governance in financial institutions and remuneration policies(Text with EEA relevance)1. INTRODUCTIONThe scale of the financial crisis triggered by the bankruptcy of Lehman Brothers in autumn 2008 and linked to the inappropriate securitisation of US subprime mortgage debt led governments around the world to question the effective strength of financial institutions and the suitability of their regulatory and supervisory systems to deal with financial innovation in a globalised world. The massive injection of public funding in the US and Europe – up to 25% of GDP – was accompanied by a strong political will to learn the lessons of the financial crisis in all its dimensions to prevent such a situation happening again in the future.In its Communication of 4 March 20091, effectively a programme for reforming the regulatory and supervisory framework for financial markets based on the conclusions of the Larosière report2, the European Commission announced that it would (i) examine corporate governance rules and practice within financial institutions, particularly banks, in the light of the financial crisis, and (ii) where appropriate, make recommendations, or even propose regulatory measures, in order to remedy any weaknesses in the corporate governance system in this key sector of the economy. Strengthening corporate governance is at the heart of the Commission's programme of financial market reform and crisis prevention. Sustainable growth cannot exist without awareness and healthy management of risks within a company. As highlighted by the Larosière report, it is clear that boards of directors, like supervisory authorities, rarely comprehended either the nature or scale of the risks they were facing. In many cases, the shareholders did not properly perform their role as owners of the companies. Although corporate governance did not directly cause the crisis, the lack of effective control mechanisms contributed significantly to excessive risk-taking on the part of financial institutions. This general observation is all the more worrying because corporate governance has been relied upon as one of the ways of regulating business life. Consequently, there is a need to address the fundamental question of whether the existing corporate governance regime is deficient as far as financial institutions are concerned or whether it has rather been poorly implemented.In the financial services sector, corporate governance should take account of the interests of other stakeholders (depositors, savers, life insurance policy holders, etc), as well as the stability of the financial system, due to the systemic nature of many players. At the same time, it is important to avoid any moral hazard by not diminishing the responsibility of private stakeholders. It is therefore the responsibility of the board of directors, under the supervision 1COM (2009) 114 final.2Report of the High-Level Group on Financial Supervision in the EU published on 25 February 2009.Mr Jacque de Larosière was chairman of the group.of the shareholders, to set the tone and in particular to define the strategy, risk profile and appetite for risk of the institution it is governing.The options outlined in this Green Paper are likely to accompany and supplement the legal provisions implemented or planned for the purpose of strengthening the financial system, in particular in the context of the reform of the European supervisory architecture3, the Capital Requirements Directive (the 'CRD')4, the Solvency II Directive5 for insurance companies, reform of the UCITS system and the regulation of Alternative Investment Fund Managers. Corporate governance requirements should also take account of a financial institution's type (retail bank, investment bank) and size. The principles of sound corporate governance referred to in this Green Paper focus primarily on large financial institutions. These principles should be adapted so as to be applied effectively to smaller financial institutions.This Green Paper should be read in conjunction with the Commission Staff Working Paper (COM(2010) XYZ) 'Corporate governance in financial institutions: the lessons to be learnt from the current financial crisis and possible steps forward'. This document takes stock of the situation.It is also important to point out that, since its meeting in Washington on 15 November 2008, the G20 has endeavoured to improve, amongst other things, risk management and compensation practices within financial institutions6.Lastly, the Commission will soon launch a broader review on corporate governance within listed companies in general and, in particular, on the place and role of shareholders, the distribution of duties between shareholders and boards of directors with regard to supervising senior management teams, the composition of boards of directors, and corporate social responsibility.2. THE CONCEPT OF CORPORATE GOVERNANCE AND FINANCIAL INSTITUTIONSThe traditional definition of corporate governance refers to relations between a company's senior management, its board of directors, its shareholders and other stakeholders, such as employees and their representatives. It also determines the structure used to define a company's objectives, as well as the means of achieving them and of monitoring the results obtained7.3See the Commission proposals creating three European Supervisory Authorities and a European Systemic Risk Board.4Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions (recast), OJ L 177 of 30.6.2006 and Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions (recast), OJ L 177 of 30.6.2006.5Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (recast) OJ L 335 of17.12.2009.6It was confirmed at the Pittsburgh Summit of 24 and 25 September 2009 that compensation practices would have to be reformed in order to maintain financial stability.7See, for example, the OECD's Principles of Corporate Governance, 2004, p. 11. The Green Paper focuses on this limited definition of corporate governance and does not deal with some other important aspects, such as separation of functions within a financial institution, internal controls and accounting independence.Due to the nature of their activities and interdependencies within the financial system, the bankruptcy of a financial institution, particularly a bank, can cause a domino effect, leading to the bankruptcy of other financial institutions. This can lead to an immediate contraction of credit and the start of an economic crisis due to lack of financing, as the recent financial crisis demonstrated. This systemic risk led governments to shore up the financial sector with public funding. As a result, taxpayers are inevitably stakeholders in the running of financial institutions, with the goal of financial stability and long-term economic growth. Furthermore, the interests of financial institutions' creditors (depositors, life insurance policy holders or beneficiaries of pension schemes and, to a certain extent, employees) are potentially at odds with those of their shareholders. Shareholders benefit from a rise in the share price and maximisation of profits in the short term and are potentially less interested in too low a level of risk. For their part, depositors and other creditors are focused only on a financial institution's ability to repay their deposits and other mature debts, and thus on its long-term viability. As a result, depositors can be expected to favour a very low level of risk8. Largely as a result of the particularities relating to the nature of their activities, most financial institutions are strictly regulated and supervised. For the same reasons, financial institutions' internal governance cannot be reduced to a simple problem of conflicts of interest between shareholders and the management. Consequently, the rules of corporate governance within financial institutions must be adapted to take account of the specific nature of these companies. In particular, the supervisory authorities, whose mission to maintain financial stability coincides with the interests of depositors and other creditors to control risk-taking by the financial sector, have an important role to play in shaping best practices for governance in financial institutions.Various legal instruments and recommendations at international and European level applicable to financial institutions and in particular banks, already take account of the particularities of financial institutions and the role of supervisory authorities9.However, the existing rules and recommendations are based first and foremost on supervisory considerations and focus on the existence of adequate internal control, risk management, audit and compliance structures within financial institutions. They did not prevent excessive risk-taking by financial institutions, as the recent financial crisis demonstrated.8See Peter O. Mülbert, Corporate Governance of Banks, European Business Organisation Law Review,12 August 2008, p.427.9Basel Committee on Banking Supervision, Enhancing corporate governance for banking organisations, September 1999. Revised in February 2006; OECD, Guidelines for insurers' governance, 2005; OECD, Revised guidelines for pension fund governance, July 2002; Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC, OJ L 145 of 30.4.2004; Solvency II Directive;Capital Requirements Directive; Committee of European Banking Supervisors, Guidelines on the Application of the Supervisory Review Process under Pillar 2 (CP03 revised), 25 January 2006, /getdoc/00ec6db3-bb41-467c-acb9-8e271f617675/GL03.aspx; CEBS High Level Principles for Risk Management, 16 February 2010, /Publications/Standards-Guidelines/CEBS-High-Level-Principles-for-Risk-Management.aspx3. DEFICIENCIES AND WEAKNESSES IN CORPORATE GOVERNANCE WITHIN FINANCIALINSTITUTIONSThe Commission considers that an effective corporate governance system, achieved through control mechanisms and checks, should lead to the main stakeholders in financial institutions (boards of directors, shareholders, senior management, etc.) assuming a higher degree of responsibility. Conversely, the financial crisis and its serious economic and social consequences have led to a significant loss of confidence in financial institutions, particularly with regard to the following.3.1. The question of conflicts of interestThe questions raised by the issue of conflicts of interest and management of such conflicts are nothing new. Indeed, the issue arises in every organisation or company. Nonetheless, given the systemic risk, the volume of transactions, the diversity of financial services provided and the complex structure of large financial groups, the issue is particularly pressing in the case of financial institutions. Potential conflicts of interest can arise in a variety of situations (for example, exercising incompatible roles or activities, such as providing advice on investments while managing an investment fund or managing for one's own account, incompatibility of mandates held on behalf of different clients/financial institutions). This problem can also arise between a financial institution and its shareholders/investors, particularly where there is cross-shareholding or business links between an institutional investor (for example through the parent company) and a financial institution in which it is investing.At Community level, the MiFID10 is a step forward for transparency, devoting a specific section to certain aspects of this issue. However, the asymmetric information between investors and shareholders on the one hand, and the financial institution concerned on the other (an imbalance compounded by the ever-increasing complexity and diversity of the services provided by financial institutions), calls into question the effectiveness of market identification and supervision of various conflicts of interest involving financial institutions. Furthermore, as the CEBS, CEIOPS and CESR committees note in their joint report on internal governance11, there is a lack of consistency in the content and detail of the conflict of interest rules to which the various financial institutions are subject, depending on whether they need to apply the provisions of MiFID, the CRD, the UCITS Directive12 or Solvency 2. 3.2. The problem of effective implementation by financial institutions of corporategovernance principlesThe general consensus13 is that the existing principles of corporate governance, namely the OECD principles, the recommendations of the Basel Committee, and Community legislation14, already cover to a certain extent the problems highlighted by the financial crisis. In spite of this, the financial crisis revealed the lack of genuine effectiveness of corporate 10Directive 2004/39/EC on markets in financial instruments, (OJ L 145 of 30.4.2004).11'Cross-sectoral stock-take and analysis of internal governance requirements' by CESR, CEBS, CEIOPS, October 2009.12 Directive2009/65/EC.13See the OECD's public consultation 'Corporate governance and the financial crisis' of 18 March 2009 and in particular the section entitled 'Implementation gap'.14Directive 2006/46/EC obliges financial institutions listed on regulated markets to draw up a corporate governance code to which they are subject, and to indicate any parts of the code from which they have departed and the reasons for doing so.governance principles in the financial services sector, particularly with regard to banks. Several theories have been put forward to explain this situation:–the existing principles are too broad in scope and are not sufficiently precise. As a result, they gave financial institutions too much scope for interpretation. Furthermore, they proved difficult to put into practice, in most cases leading to a purely formal application(i.e., a box-ticking exercise), with no real qualitative assessment.–the lack of a clear allocation of roles and responsibilities with regard to implementing the principles, within both the financial institution and the supervisory authority.–the non-binding nature of corporate enterprise principles: the fact that there was no legal obligation to comply with recommendations by international organisations or the provisions of a corporate governance code, the problem of the neglect of corporate governance by supervisory authorities, the weakness of relevant checks, and the absence of deterrent penalties all contributed to the lack of effective implementation by financial institutions of corporate governance principles.3.3. Boards of directors15The financial crisis clearly shows that financial institutions' boards of directors did not fulfil their key role as a principal decision-making body. Consequently, boards of directors were unable to exercise effective control over senior management and to challenge the measures and strategic guidelines that were submitted to them for approval.The Commission considers that their failure to identify, understand and ultimately control the risks to which their financial institutions were exposed is at the heart of the origins of the crisis. Several reasons or factors contributed to this failure:–members of boards of directors, in particular non-executive directors, devoted neither sufficient resources nor time to the fulfilment of their duties. Furthermore, several studies have clearly demonstrated that, faced with a chief executive officer who is omnipresent and in some cases authoritarian, non-executive directors felt unable to raise objections to, or even question, the proposed guidelines or conclusions due to a lack of technical expertise and/or confidence.–members of boards of directors did not come from sufficiently diverse backgrounds. The Commission, like several national authorities, notes a lack of diversity and balance in terms of gender, social, cultural and educational background.–boards of directors, in particular the chairman, did not carry out a serious performance appraisal either of their individual members or of the board of directors as a whole.–boards of directors were unable or unwilling to ensure that the risk management framework and risk appetite of their financial institutions were appropriate.15The term 'board of directors' in this Green Paper essentially refers to the supervisory role of directors ina company which, in a dual structure, generally falls within the scope of the supervisory board. ThisGreen Paper does not prejudice the roles attributed to different company bodies under national legal systems.–boards of directors proved unable to recognise the systemic nature of certain risks and thus to provide sufficient information upstream to their supervisory authorities Furthermore, even where effective dialogue existed, corporate governance issues were rarely on the agenda.The Commission considers that these serious deficiencies and acts of misconduct raise important questions about the quality of appointment procedures. The basis for quality in a board of directors lies in its composition.management3.4. RiskRisk management is one of the key aspects of corporate governance, particularly in the case of financial institutions. Several large financial institutions no longer exist precisely because they neglected the basic rules of risk management and control. Financial institutions have too often failed to take a holistic approach to risk management. The main failures and shortcomings can be summarised as follows:– a lack of understanding of the risks on the part of those involved in the risk management chain and insufficient training for those employees responsible for distributing risk products16;– a lack of authority on the part of the risk management function. Financial institutions have not always granted their risk management function sufficient powers and authority to be able to curb the activities of risk-takers and traders;–lack of expertise or insufficiently wide-ranging experience in risk management. Too often, the expertise considered necessary for the risk management function was limited to those categories of risk considered priorities and did not cover the entire range of risks to be monitored;– a lack of real-time information on risks. To allow those involved to react quickly to changes in risk exposures, clear and correct information on risk should be available rapidly at all relevant levels of the financial institution. Unfortunately, the procedures for getting information to the appropriate level have not always functioned. Furthermore, it is crucial to upgrade IT tools for risk management, including in highly sophisticated financial institutions, as they are still too disparate to allow risks to be consolidated rapidly, while data are insufficiently consistent to allow the evolution of group exposures to be followed up effectively in real-time. This concerns not only the most complex financial products but all types of risk.The Commission considers that the deficiencies and shortcomings highlighted above are very worrying. They appear to indicate the absence of a healthy risk management culture at all levels of certain financial institutions. On this last point, the directors of financial institutions in particular are responsible, because in order to establish a healthy risk management culture at all levels, it is essential that directors are themselves exemplary in this respect.16See for example Renate Böhm and Hilla Lindhüber, Verkaufen, Druck und Provisionen - Probleme von Beschäftigten im Finanzdienstleistungsbereich Versicherungen Ergebnisse einer Arbeitsklima-Index-Befragung, Salzburg 2008.3.5. The role of shareholdersThe financial crisis has shown that confidence in the model of the shareholder-owner who contributes to the company's long-term viability has been severely shaken, to say the least. The growing importance of financial markets in the economy, due in particular to the multiplication of sources of financing/capital injections, has created new categories of shareholders. Such shareholders sometimes seem to show little interest in the long-term governance objectives of the businesses/financial institutions in which they invest and may be responsible for encouraging excessive risk-taking in view of their relatively short, or even very short (quarterly or half-yearly) investment horizons17. In this respect, the sought-after alignment of directors' interests with those of these new categories of shareholder has amplified risk-taking and, in many cases, contributed to excessive remuneration for directors, based on the short-term share value of the company/financial institution as the only performance criterion18. Several factors can help to explain the disinterest or passivity of shareholders with regard to their financial institutions:–certain profitability models, based on possession of portfolios of different shares, lead to the abstraction, or even disappearance, of the concept of ownership normally associated with holding shares.–the costs which institutional investors would face if they wanted to actively engage in governance of the financial institution can dissuade them, particularly if their participation is minimal.–conflicts of interest (see above).–the lack of effective rights allowing shareholders to exercise control (such as, for example, the lack of voting rights on director remuneration in certain jurisdictions), the maintenance of certain obstacles to the exercise of cross-border voting rights, uncertainty over certain legal concepts (for example that of 'acting in concert') and financial institutions' disclosure to shareholders of information which is too complicated and unreadable, in particular with regard to risk, could all play a part, to varying degrees, in dissuading investors from playing an active role in the financial institutions in which they have invested.The Commission is aware that this problem does not affect only financial institutions. More generally, it raises questions about the effectiveness of corporate governance rules based on the presumption of effective control by shareholders. As a result of this situation, the Commission will launch a broader review covering listed companies in general.3.6. The role of supervisory authoritiesGenerally speaking, the recent financial crisis revealed the limits of the existing supervision system: in spite of the availability of certain tools enabling them to intervene in the internal governance of financial institutions19, not all supervisory authorities, either at national or 17See article by Rakesh Khurana and Andy Zelleke, Washington Post, 8 February 2009.18See Gaspar, Massa, Matos (2005), Shareholder Investment Horizon and the Market for Corporate Control, Journal of Financial Economics, vol. 76.19For example, Basel II.European level, were able to carry out effective supervision in an environment of financial innovation and rapid change in the business model of financial institutions20. Furthermore, the supervisory authorities also failed to establish best practices for corporate governance in financial institutions. In many cases, supervisory authorities did not ensure that financial institutions' risk management systems and internal organisation were adapted to changes in their business model and financial innovation. Supervisory authorities also sometimes failed to adequately enforce strict eligibility criteria for members of boards of directors of financial institutions ('fit and proper test')21.Generally speaking, problems linked to the governance of supervisory authorities themselves, particularly the means of combating the risk of regulatory capture or the lack of resources, have never been sufficiently discussed. Moreover, it is becoming increasingly clear that the territorial and substantive competencies of supervisory authorities no longer correspond to the geographical and sectoral spread of financial institutions' activities. This complicates risk management for financial institutions and makes it more difficult for them to comply with regulatory standards, as well as presenting a major challenge for cooperation between supervisory authorities.3.7. The role of auditorsAuditors play a key role in financial institutions' corporate governance systems, as they provide assurance to the market that the financial statements prepared by those financial institutions present a true and fair view. However, conflicts of interest could arise as audit firms are remunerated by the same companies who mandate them to audit their financial accounts.At present, there is no information to confirm that the requirement, pursuant to Directive 2006/48/EC, for auditors of financial institutions to alert the competent authorities wherever they become aware of certain facts which are liable to have a serious effect on the financial situation of an institution, has been effectively enforced in practice.4. I NITIAL RESPONSESIn the context of its Communication of 4 March 2009 and measures taken to boost the European economy, the Commission has undertaken to address issues related to remuneration. The Commission has launched the international debate on abusive remuneration practices and was leading the implementation at European level of FSB and G-20 principles on sound compensation practices. Leaving aside the issue of whether or not certain levels of remuneration are appropriate, the Commission started from two premises:–since the end of the 1980s, the substantial increase in the variable component of listed company directors' salaries raises questions about the methods and content of performance evaluations for company directors. In this respect, the Commission made an initial response at the end of 2004 by adopting a recommendation aimed at strengthening obligations to publish director remuneration policies and individual salaries, and calling on 20On the failings of supervisory authorities in general, see the 'de Larosière' Report, footnote 1.21See, for example, OECD, Corporate Governance and the Financial Crisis, Recommendations, November 2009, p.27.the Member States to establish a vote (mandatory or optional) on such director remuneration. For a variety of reasons linked, amongst other things, to the lack of shareholder activism, the explosion of the variable component and, in particular, the multiplication of profit-sharing plans granting shares or stock options, the Commission considered it necessary to adopt a new recommendation on 30 April 200922. The aim of this recommendation is to strengthen governance of directors' remuneration, proposing several principles for director remuneration structures in order to better link remuneration to long-term performance.–remuneration policies in the financial sector, based on short-term profits without taking into account the corresponding risks, contributed to the financial crisis. For this reason, the Commission adopted another recommendation on remuneration in the financial services sector on 30 April 200923. The aim was to align remuneration policies in the financial services with healthy risk management and financial institutions' long-term viability. Taking stock one year after the adoption of the two abovementioned recommendations, and in spite of a favourable climate for tough action on the part of the Member States, the Commission finds a mixed overall picture of the situation in the Member States24.Although there were strong legislative moves in several Member States to achieve greater transparency in remuneration for listed company directors and to empower shareholders in this respect, it was also noted that only 10 Member States have applied the majority of Commission recommendations. A large number of Member States have still not adopted the relevant measures. Furthermore, where the recommendation led to measures at national level, the Commission noted great diversity in the content and requirements of these rules, particularly on sensitive issues such as remuneration structure and severance packages. The Commission is also concerned about remuneration policies in the financial services. Only 16 Member States have applied the Commission Recommendation in full or in part while five are still in the process of doing so. Six Member States have at present taken no action on this front and do not intend to do so in the near future. Furthermore, the intensity (particularly requirements relating to remuneration structure) and scope of application of the measures taken vary depending on the Member State. Thus only seven Member States have extended implementation of the principles of the recommendation to the entire financial sector, as the Commission called on them to do.5. OPTIONS FOR THE FUTUREThe Commission considers that, while taking into account the need to preserve the competitiveness of the European financial industry, the deficiencies listed in Chapter 3 call for concrete solutions to improve corporate governance practices in financial institutions. This chapter considers a variety of ways to respond to these deficiencies and tries to strike the right balance between the need for improved corporate governance of financial institutions and the necessity of allowing these institutions to contribute to economic recovery by providing credit to businesses and households. The Commission invites all interested parties to express their 22 Recommendation2009/385/EC.23 Recommendation2009/384/EC.24For a detailed examination of the measures taken by the Member States, see the two Commission reports on the application by the Member States of Recommendation 2009/384/EC and Recommendation 3009/385/EC.。
Finance and Corporate Governance
Finance and corporate governance are closely linked in the business world. Corporate governance refers to the system of rules, practices, and processes by which a company is directed and controlled. It includes the relationships among a company's management, its boardof directors, its shareholders, and other stakeholders. Goodcorporate governance is essential for the long-term success of a company and for maintaining the trust of investors and the public. Finance, on the other hand, is the management of money and other assets. It involves making financial decisions, such as investing in projects, managing cash flow, and raising capital. Finance is acritical function within a company, as it directly impacts thefirm's profitability and overall financial health.The relationship between finance and corporate governance is crucial for the effective functioning of a company. Good financialmanagement is essential for corporate governance, as it ensures that the company's resources are used efficiently and effectively. Additionally, sound financial practices can help to prevent fraudand mismanagement, which are key concerns in corporate governance. Conversely, corporate governance also plays a significant role in finance. A company with strong corporate governance practices ismore likely to attract investors and lenders, as they haveconfidence in the company's management and oversight. This, in turn, can lead to better access to capital and lower borrowing costs forthe company.Furthermore, corporate governance structures, such as independent boards of directors and transparent decision-making processes, can help to mitigate financial risks and conflicts of interest within a company. By promoting accountability and ethical behavior, corporate governance can contribute to the overall financial stability and success of the firm.In summary, finance and corporate governance are intertwined in the business world. A company's financial decisions and practices are influenced by its corporate governance structure, and good corporate governance is essential for maintaining the financial health and integrity of a company. By understanding and embracing therelationship between finance and corporate governance, companies can position themselves for long-term success and sustainability.。
公司理财(罗斯)第2章(英文)
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Sources of Information
Annual reports Wall Street Journal Internet
2.1 The Balance Sheet 2.2 The Income Statement 2.3 Net Working Capital 2.4 Financial Cash Flow 2.5 The Statement of Cash Flows 2.6 Financial Statement Analysis 2.7 Summary and Conclusions
McGraw-Hill/Irwin Corporate Finance, 7/e 2005 The McGraw-Hill Companies, Inc. All Rights Reserved.
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Debt versus Equity
Generally, when a firm borrows it gives the bondholders first claim on the firm’s cash flow. Thus shareholder’s equity is the residual difference between assets and liabilities.
Total assets
McGraw-Hill/Irwin Corporate Finance, 7/e
$1,879
$1,742
2005 The McGraw-Hill Companies, Inc. All Rights Reserved.
公司金融英语原版书
公司金融英语原版书Corporate finance is a crucial aspect of modern business operations and decision-making. The field encompasses a wide range of topics, including financial planning, capital budgeting, risk management, and corporate governance. To stay informed and up-to-date in this dynamic landscape, professionals often turn to original version books on corporate finance. These publications provide in-depth analysis, practical insights, and cutting-edge research, helping individuals and organizations make informed financial decisions.One of the most widely recognized and respected original version books in corporate finance is "Principles of Corporate Finance" by Richard A. Brealey, Stewart C. Myers, and Franklin Allen. This comprehensive textbook covers a broad spectrum of topics, from the time value of money and valuation techniques to capital structure and dividend policy. The authors' clear and concise writing style, coupled with their extensive experience in the field, make this book an invaluable resource for students, academics, and finance professionals alike.Another notable original version book is "Corporate Finance" by Jonathan Berk and Peter DeMarzo. This textbook offers a modern and integrated approach to corporate finance, incorporating the latest theories and practices. It delves into the fundamentals of financial management, including investment decisions, financing options, and risk analysis. The authors' use of real-world examples and case studies helps readers better understand the practical applications of corporate finance principles."Investment Banking: Valuation, LBOs, M&A, and IPOs" by Joshua Rosenbaum and Joshua Pearl is a specialized original version book that focuses on the investment banking industry. This comprehensive guide covers the valuation methodologies and analytical techniques used in mergers and acquisitions, leveraged buyouts, and initial public offerings. It provides valuable insights into the deal-making process and the role of investment bankers in corporate transactions."Corporate Governance" by Robert A.G. Monks and Nell Minow is an original version book that explores the critical topic of corporate governance. It examines the relationships and responsibilities among a company's management, its board of directors, and its stakeholders. The book addresses issues such as board composition, executive compensation, and shareholder rights, offering a thorough understanding of the governance frameworks that shape modern businesses."Behavioral Corporate Finance" by Hersh Shefrin is an original version book that delves into the intersection of psychology and corporate finance. It explores how cognitive biases and emotional factors can influence financial decision-making at the individual and organizational levels. This book provides valuable insights into understanding and mitigating the impact of behavioral factors on corporate financial decisions.In addition to these well-known original version books, there are numerous other publications that cater to specific areas of corporate finance. For instance, "Corporate Risk Management" by Donald Chew and Steve Gillan focuses on the management of financial and operational risks, while "International Corporate Finance" by Laurent Jacque examines the unique challenges and considerations in global financial management.The importance of original version books in corporate finance cannot be overstated. These publications serve as authoritative sources of information, providing professionals with the knowledge and tools necessary to navigate the complex and ever-evolving world of corporate finance. By staying informed through these original version books, individuals and organizations can make more informed decisions, mitigate risks, and capitalize on emerging opportunities in the financial landscape.In conclusion, original version books on corporate finance offer a wealth of knowledge and insights that are invaluable to professionals in the field. From foundational textbooks to specialized guides, these publications cover a diverse range of topics and provide the necessary framework for understanding and applying the principles of corporate finance. By leveraging the expertise and research presented in these original version books, finance professionals can enhance their decision-making capabilities, drive organizational success, and contribute to the overall growth and stability of the business world.。
Corporate Governance and Financial Statement Fraud
Corporate Governance and Financial Statement FraudJungae Kim∗(Lecturer, Dept of Accounting, College of Business Administration, Pusan National University, Pusan, South of Korea)Abstract: This study examines whether certain corporate governance significantly reduces financial statement fraud. It uses a sample of 120 firm-year companies (60 fraud firms and 60 no-fraud firms) listed in the Korea Stock Exchange during the period of 2000-2005. In this paper, I focus on the relation between the internal and external corporategovernances and the occurrence of financial statement fraud. The empirical results from logit regression show that the number of board as a part of the internal corporate governance is associated with fraud. Also I find evidence that the external corporate governance is associated with the occurrence of financial statement. The probability of fraud is lower in firms which have Big4 audited companies and changed auditors. My findings are consistent with the idea that Big 4 audited companies and changed auditor enhance the credibility of financial statements of a firm. There are few studies that examinethe relation to corporate governance and financial statement fraud. This study develops a framework linked between corporate governance and financial statement fraud.Key words: Fraud; Audit Committee; Board Committee; Big 4Auditor;Auditor Change1.IntroductionThe Asian financial crisis at the end of the 20th century has drawn attention to corporate governance failures (Johnson et al. 2000). Poor corporate governance was one of the important factors contributing to this failure. Since then, there has been a wide range of reforms in the areas of corporate governance in Korea. Efforts by the government have enabled the systems related to corporate governance to be brought close to international standards. A number of improvements of corporate governance have been seen in Korea. The Korean government mandated the establishment of audit committees for large companies listed in the stock market. The Securities and Exchange Act was amended to make it mandatory for listed companies to give more prominent roles to outside directors in 2000.However, recent scandals such as the bailout of SK global by SK Corp., Dousan and Hyosung have still taken place, so investors seems to have wondered the credibility of financial statement. Some kinds of these failures in financial reporting has broadly been∗ Lecturer, Dept of Accounting, College of Business Administration, Pusan National University, Pusan, South of Koreablamed on weak internal and external controls.This study examines whether certain corporate governance significantly reduces financial statement fraud. Corporate governance structures are frequently seen as a major device to control the quality of accounting information. Those structures include auditor quality, ownership structure, capital structure, and the board of directors.This study makes contributions to the literature. This is the first known study to investigate the relation between corporate governance and fraud in Korea. While prior studies have examined the association between corporate governance and discretionary accruals (Klein2002a, 2002b). This study represents a significant extension to the only known Korean study on the relation between corporate governance and financial statement fraud.This study is organized as follows. Section 2 presents a literature review on corporate governance and fraud. Section 2 also develops hypotheses. The sample selection criteria, data and models are discussed in Section 3. Then, Section 4 displays the empirical evidence and, finally, Section 5 concludes.2. Literature Review and Hypotheses DevelopmentGillan and Starks (2003) make a definition of corporate governance as the system of laws, rules and factors that control operations at a company. Irrespective of the particular definition used, corporate governance is classified into two groups: those internal to firms and those external to firms. Internal corporate governance is divided into the audit committee, board committee, managerial incentives and capital structure. External corporate governance is divided into law and regulation, auditing and markets.In this paper, it is defined internal corporate governance is board committee and audit committee and external committee is auditor.2.1 Audit Committee and BoardsSince the Asian financial crisis, the Korean government mandated the establishment of audit committees for large companies listed in the stock market in order to alleviate the severe problem in corporate governance for Chaebol.①The Securities and Exchange Act was amended to make it mandatory for listed companies to give more prominent roles to outside directors in 2000. An amendment of the Securities and Exchange Act also made the audit committees mandatory for large companies listed or registered on Kosdaq in 2000. It was also required that at least 2/3 of the audit committee members be outside directors. Regulations have been significantly strengthened as well.① This means large Korean conglomeratesAfter 2003, large companies listed should have committees with one more than the financial or accounting expert of outside directors. The board of directors may, under the conditions as set forth in the articles of incorporation, establish committees within the board that consist of two or more directors.Jensen (1993) and Shleifer and Vishny (1997) argue that audit committees and board committees are important to a well-functioning governance system because they have the financial interest and independence to monitor management actions in an unbiased way. The efficiency of the board depends on its characteristics. If the audit committee and the board committee perform the function of monitoring well, the magnitude of the quality of accounting information will enhance as the result of the improved audit committee and board committee. The board of directors’ role is to provide independent oversight of the management and hold the management accountable to shareholders for its actions.Another approach is in corporate governance and earning management (Beasly 1996; Becker et al.1998; Bhattacharya et al. 2004; Bowen et al2005; Choi and Kim 2001;Jeon et al.2004;Kelley et al.2005; Dechow et al 1995; Klein2002a,2002b;Lee and Lee2003; Peasnell et al.2001). These studies examine the relationship between corporate governance and earnings management. Lee and Lee (2003) analyze whether an introduction of an audit committee can mitigate the degree of earning management. The results show the introduction of an audit committee itself does not significantly mitigate the degree of earnings management. Jeon et al. (2004) examine whether the audit committee establishment (voluntary and mandatory) is related to the decreased earnings management in the firm. The results suggest there is not any significant decrease of earnings management for the firms that established audit committees compared with the same firms during the period before the establishment, and there exists no difference in earnings management between the firms that established audit committees and firms that did not do so during the same time period.Beasley (1996) and Dechow et al. (1995) compare the percentage of independent directors between firms that do violate GAAP to overstate their earnings and matched businesses that do not. They find that violation of GAAP is associated with a lower presence of independent board members. Peasnell et al. (2001), after partitioning their sample of UK firms according to their unmanaged earnings (above or below zero), examine a form of earnings management. They find that the more independent directors, the less likely positive discretionary accruals.A widely held view is that boards are more effective in their monitoring of management when there is a strong base of independent directors on the board. Core, et al.(2003) show that firms with more independent boards exhibit less evidence of CEO over-compensationThe concern of this study is whether certain corporate governance significantly reduces financial statement fraud since the financial crisis in 1997. Hence, it examines fraud information under such corporate governance: the audit committee and the board committee. . In this study, the establishment of audit committee, the number of board directors and the rate of independent directors are used to capture the effect of of internal monitoring system on fraud. According to the consistencies in previous research, there is a relationship expected between the occurrence of financial statement and corporate governance.H1: Internal corporate governance structure is associated with the occurrence of financial fraudH1-1: The establish of audit committee reduces financial statement fraudH1-2: The composition of board reduces financial statement fraud2.2 AuditorsAuditors are supposed to certify the quality of accounting information. DeAngelo (1981) argues that the size of accounting firm is a proxy for quality. A related line of research argued that the Big 4, international accounting firms, had established brand name reputations. Therefore, they had incentives to protect their reputation by providing high quality audits (Simunic and Stein, 1987; Francis and Wilson, 1988). Jones(1991) indicates that clients of Big 4 audited companies have lower abnormal accruals which implies less aggressive earnings management behavior. Teoh and Wong (1993) insist that the earnings surprises of Big 4 audited companies are valued more highly by the stock market which is consistent with higher earnings quality when a Big 4 firm is the auditor. DeAngelo (1981) hypothesizes that large audit firms provide higher quality audits because they have more resources to better train their Auditor choice for companies is related to the level of accounting quality.In addition, in many studies, factors affecting management’s have been shown to be associated with auditor changes (Chow and Rice 1982; Krishnan, et al. 1996).According to the consistencies in previous researches, I expect there is a relationship between the reduced financial statement fraud and external corporate governance. Hence, it examines fraud information under such external corporategovernance: the Big 4 accounting firm and the auditor changing.H2: External corporate governance structureis associated with the occurrence of financial fraudH2-1: Big4 as auditor reduces financial statement fraudH2-2: The change of auditor reduces financial statement fraud3. Research Design.3.1 Sample selection and dataA. Sample selectionThe initial sample used to test this hypothesis is obtained from the manufacturing firms listed on the Korean Securities Exchange. 60 fraud firms of 120 firms consist of fraud firms which had occurred financial statement fraud publicly reported during 2000-2005. The fraud 60 sample is obtained from Korean Financial Supervisory Commission.It has been accused of violating rules. 60 no fraud firms of 120 firms are similar to the fraud firms in size, industry and time period.3.2 Regression ModelsThe modes are based on Beasley’s model (1996). To test hypotheses, this study uses logit regression because the dependent variable is dichotomous. This study regresses measures of fraud impacting on proxies that represent internal corporate governance and external corporate governance.FRAUD it =β0 + β1InGovern it + β2Growth it + β3Loss it +β4 Lev it + β5CEOChange it + β6 Large it + ε it (1) FRAUD it =β0 + β1EXGovern it + β2Growth it + β3Loss it +β4 Lev it + β5CEOChange it + β6Large it + ε it (2)FRAUD it: A dummy variable with of one that a firm financial statement fraud and a value of zero otherwiseInGovern it: A dummy variable with a value of one if audit committee is established and a value zero otherwise, the number of board members, The percentage of thenumber of board members who are non employee directorsExGovern it: A dummy variable with of one that the auditor is Big4 and a value zero otherwise, A dummy variable with of one that the auditor is changed and avalue zero otherwiseGROWTH it: The average percentage change in total assets for two years ending before the year of the financial statement fraudLOSS it: A dummy variable with of one when the firm has reported at least two annual losses in the six year period proceeding the year of the financial statementfraud and a value zero otherwiseLEV it : The proportion of debt to total assets of firmCEOChange it : A dummy variable with of one that CEO is changed and a value zerootherwiseLarge it : The percentage of shares held by blockholders holdingTable 1 shows analysis of the sample by the list of variables. The control variables in this model include firm growth, loss, leverage, CEO change and the percentage of shares held by blockholders holding. Growth, loss, leverage and shares are firm characteristics, which will affect fraud. In previous researches, they document that CEOs do earnings management at CEO change of time(Dechow and Sloan 1991; Francis et.al. 1996).Table 1 List of variablesVariable nameAcronymDescriptionIndependent Variables FRAUD itA dummy variable with of one that a firm financial statement fraud and a value of zero otherwiseInternal GovernanceVariablesAudComm itA dummy variable with a value of one if audit committee is established and a value zero otherwise BoardComm itThe number of board members%Outside itThe percentage of the number of board members who are non employee directorsExternal GovernanceVariables Big4Auditor itA dummy variable with of one that the auditor is Big4 and a value zerootherwise AuditorChange itA dummy variable with of one that the auditor is changed and a valuezero otherwiseControl VariablesGROWTH itThe average percentage change in total assets for two years ending before the year of the financial statement fraudLOSS itA dummy variable with of one when the firm has reported at least two annual losses in the six year period proceeding the year of the financial statement fraud and a value zero otherwise LEV it The proportion of debt to total assets of firmCEOChange it A dummy variable with of one that CEO is changed and a value zero otherwiseLarge itThe percentage of shares held by blockholders holding4. Empirical ResultsThis section contains the empirical results. Section 4.1 describes the descriptive statistics and the Pearson correlations among the selected variables. Section 4.2 presents logit regression models associating internal corporate governance and financial statement fraud. Section 4.3 gives logit regression models associating external corporate governance and financial statement fraud. Finally, section 4.4 gives logit regression models associating corporate governance and financial statement fraud.4.1 Descriptive Statistics & CorrelationTable 2 displays the descriptive statistics. Panel A shows that the average firmholding audit committee is 20 percent. The median of the number of board is 6. On average, 36.5 percent of board members are outsiders. It also gives the descriptive statistics for proxies of the external corporate governance dummy variables; The mean, measured as a value of 1 that the auditor is Big4 and a value zero otherwise is 60.2 percent; The mean, measured as a value of 1 that the auditor is changed and a value zero otherwise is 22.5 percent.In addition, it displays the descriptive statistics of control variables in model (1) and (2). The mean (median) firm Growth, measured as the average percentage change in total assets for two years of the firm, is 2.26(-0.57); the mean Loss, measured as A dummy variable reported at least two annual losses in the six year period proceeding the year of the financial statement fraud is 0.18; the mean(median) leverage, measured as the proportion of debt to total assets of the firm, is 270(148). The mean, measured as a value of 1 A dummy variable with of one that CEO is changed and a value zero otherwise is 33.3 percent.Table 2 Descriptive statisticsPanel A: samples(N=120)Variables 변수 Mean StandardMaximumdeviation Minimum Median Fraud 0.500 0.502 0 0.5 1AudComm 0.200 0.402 0 0 1BoardComm 6.392 2.616 1 6 18%Outside 0.365 0.153 0 0.333 0.778Big4Auditor 0.608 0.490 0 1 1AuditorChange 0.225 0.419 0 0 1 Growth 2.259 21.654 -48.650 -0.570 86.690Loss 0.183 0.389 0 0 1Lev 270.351 330.628 12.770 148.520 1723.820 CEOChange 0.333 0.473 0 0 1 Large 28.391 19.040 0.000 24.900 76.940Panel B: fraud firms(N=60)AudComm 0.200 0.403 0 0 1BoardComm 6.017 2.325 1 6 12%Outside 0.381 0.152 0 0.333 0.778Big4Auditor 0.550 0.502 0 1 1AuditorChange 0.200 0.403 0 0 1 Growth 1.948 24.936 -45.880 -1.785 86.690Loss 0.200 0.403 0 0 1Lev 331.571 363.908 15.620 176.100 1723.820 CEOChange 0.483 0.504 0 0 1 Large 24.841 19.556 0 19.690 76.940Panel C: no-fraud firms(N=60)AudComm 0.200 0.403 0 0 1BoardComm 6.767 2.849 3 6.5 18%Outside 0.350 0.153 0 0.333 0.75Big4Auditor 0.667 0.475 0 1 1AuditorChange 0.250 0.437 0 0 1 Growth 2.580 17.852 -48.650 0.290 51.700Loss 0.167 0.376 0 0 1Lev 212.245 286.755 12.770 99.200 1649.580 CEOChange 0.183 0.390 0 0 1 Large 31.820 18.034 0.000 32.990 72.590FRAUD it: A dummy variable with of one that a firm financial statement fraud and a value of zero otherwiseAudComm it: A dummy variable with a value of one if audit committee isestablished and a value zero otherwiseBoardComm it: The number of board members%Outside it : The percentage of the number of board members who are nonemployee directorsBig4Auditor it: A dummy variable with of one that the auditor is Big4 and a valuezero otherwiseAuditorChange it: A dummy variable with of one that the auditor is changed and avalue zero otherwiseGROWTH it: The average percentage change in total assets for two years endingbefore the year of the financial statement fraudLOSS it: A dummy variable with of one when the firm has reported at least twoannual losses in the six year period proceeding the year of thefinancial statement fraud and a value zero otherwiseLEV it: The proportion of debt to total assets of firmCEOChange it: A dummy variable with of one that CEO is changed and a valuezero otherwiseLarge it: The percentage of shares held by blockholders holding In table 3, I divide the sample further into fraud sample and no-fraud sample. It is shown that it seems no differences of proxies for internal and external corporate governance in two groups. However, the results imply that there is the significant difference in Lev, CEOChange and Large.Table 4 gives the Pearson correlations among selected variables. The correlation between Fraud and CEOChange is high (0. 32). It is apparent that Fraud is negatively correlated with Large, while on the other hand Fraud is positively affected by with Lev (statistically significant at the 5% level). The correlation between Fraud and corporate governance variables are not significant. Approximately, the evidence seems to suggest that they do not affect firms with financial statement fraud. However, such interpretation would be premature. Hence, this study conducts the multivariate relation between corporate governance variables and fraud.Table 3 Fraud Firms and No-Fraud FirmsVariablesFraud Firms No-Fraud Firms Mean DifferenceMean Median Mean Median t-value p-valueAudComm 0.2000 0.200 0 0.000 1.000BoardComm 6.0176 6.767 6.5 1.580 0.117%Outside 0.381 0.333 0.350 0.333 -1.090 0.278Big4Auditor 0.5501 0.667 1 1.308 0.194AuditorChange 0.2000 0.250 0 0.652 0.516Growth 1.948 -1.785 2.580 0.290 0.155 0.877Loss 0.2000 0.167 0 -0.468 0.640Lev 331.571 176.100 212.245 99.200 -1.958 0.053* CEOChange 0.4830 0.183 0 -3.646 0.000***Large 24.841 19.690 31.820 32.990 1.999 0.048** Notes: 1) The variables are defined as table 12)*, **, *** indicate significance at 0.10, 0.05 and 0.01 levels, respectively.4.2 Internal Corporate Governance Regression ResultsTo test whether the establishment of audit committee is related with a reducing of financial statement fraud, AudComm is added to the logit model (1). If the role of audit committees is to provide effective monitoring, the presence of audit committee would affect the processing of financial statements. As results from logit regression in table 5, the variables AudComm is not significant, even though the sign of coefficient is negative. Also, the coefficient on %Outside is positive and insignificant.However, the result of Panel B in table 3 shows the variable BoardComm is negative and significant (p<0.1). It suggest that the number of board committee directors affects the likelihood of financial statement fraud. Therefore, H1-2 appears partly to be supported here. In summary of the overview of the tests for model (1), this study suggests support H1-2 but not H1-1. A firm holding more number of board directors is associated with a reducing financial statement fraud.Consistent with prior researches, the results suggest there is not any significant decrease of fraud for the firms that established audit committees compared with no fraud firms. In addition, there exists no difference in financial statement fraud between the firms that hold more outsider directors and the firms that do not. I find that violation of GAAP is not associated with a lower presence of independent board members.中国会计学会2007年学术年会T a b l e 4 C o r r e l a t i o n m a t r i xFRAUD it =β0 + β1InGovern it + β2Growth it + β3Loss it +β4 Lev it + β5CEOChange it+ β6 Large it + ε iPanel A: Audit CommitteeVariable Predicted Sign Estimated Coefficients Standard Errors Wald Statistics P ValueIntercept none -0.296 0.524 0.320 0.572AudComm - -0.280 0.539 0.270 0.603Growth none 0.018 0.011 2.655 0.103Loss none -0.030 0.606 0.002 0.961Lev none 0.001 0.001 1.410 0.235CEOChange none 2.106 0.542 15.086 0.000Large none -0.021 0.012 2.987 0.084R-Square: 0.262Chi-Square Test of Model’s Fit: 22.925 (p value 0.001) (6 degrees of freedom)Panel B: Board Committee(The number of Directors)Intercept none 0.465 0.716 0.421 0.516BoardComm - -0.139 0.084 2.733 0.098Growth none 0.021 0.011 3.369 0.066Loss none -0.111 0.621 0.032 0.858Lev none 0.001 0.001 1.170 0.279CEOChange none 2.220 0.562 15.620 0.000Large none -0.019 0.012 2.230 0.135R-Square: 0.287Chi-Square Test of Model’s Fit: 25.480 (p value 0.000) (6 degrees of freedom)Panel 3: Board Committee(The Rate of Outside Directors)Intercept none -0.824 0.737 1.251 0.263%Outside - 1.169 1.409 0.688 0.407Growth none 0.018 0.011 2.823 0.093Loss none -0.022 0.610 0.001 0.972Lev none 0.001 0.001 1.110 0.292CEOChange none 2.118 0.544 15.166 0.000Large none -0.019 0.012 2.497 0.114R-Square: 0.266Chi-Square Test of Model’s Fit: 23.343 (p value 0.001) (6 degrees of freedom) otes: The variables are defined as table 1Table 6 shows that the Chi-Square are highly significant at the 1% level, indicatingthat the models are well-specified. To lessen the effect of outliers, this study winsorizesvariables at their mean plus or minus three standard deviation to addressskewness-related estimation problems. It reports the results by estimating from model 1.In Model 1, the estimated coefficients of the terms, which are AudComm, BoardCommand %Outside are not statistically significant.FRAUD it =β0 + β1InGovern it + β2Growth it + β3Loss it +β4 Lev it + β5CEOChange i+ β6 Large it + ε it Variable Predicted Sign Estimated Coefficients Standard Errors Wald Statistics P Valuenone -0.251 0.930 0.073 0.787 InterceptAudComm - -0.248 0.767 0.105 0.746 BoardComm - -0.158 0.101 2.465 0.116 %Outside - 2.299 1.753 1.720 0.190 Growth none 0.021 0.011 3.434 0.064 Loss none -0.131 0.630 0.043 0.835 Lev none 0.001 0.001 0.830 0.362 CEOChange none 2.268 0.568 15.954 0.000 Large none -0.017 0.013 1.661 0.197R-Square: 0.307Chi-Square Test of Model’s Fit: 27.421 (p value 0.001) (8 degrees of freedom)Notes: 1) The variablesFRAUD it: A dummy variable with of one that a firm financial statement fraud and a value of zero otherwiseAudComm it: A dummy variable with a value of one if audit committee is established and a value zero otherwiseBoardComm it: The number of board members%Outside it : The percentage of the number of board members who are non employee directorsGROWTH it: The average percentage change in total assets for two years ending before the year of the financial statement fraudLOSS it: A dummy variable with of one when the firm has reported at least two annual losses in the six year period proceeding the year of the financial statement fraudand a value zero otherwiseLEV it: The proportion of debt to total assets of firmCEOChange it: A dummy variable with of one that CEO is changed and a value zero otherwiseLarge it: The percentage of shares held by blockholders holding2 *, **, *** indicate significance at 0.10, 0.05 and 0.01 levels, respectively.4.3 External Corporate Governance Regression ResultsThis study conducts to examine whether the quality of external audit is related witha reduced of financial statement fraud. Prior researches have suggested that the Big 4 accounting firms provide higher quality audit services. The result that examines the probability of fraud is related to the firm audited by Big4 auditor is presented in table 7.The presence of Big 4 auditor affects the processing of financial statements. As results from logit regression in Panel A, the variables Big4Auditor is statistically significant(p,0.05) and also the sign of coefficient is negative. The result of Panel B in table 6 shows the variable AuditorChange is negative but insignificant.However, as the table 8 shows, the coefficients of variables of Big4Auditor and AuditorChange are significant and the sign of coefficient is negative. Therefore, H2 appears to be supported here. In summary of the overview of the tests for model (2), the quality of auditor is associated with a reducing financial statement fraud.Table 7 External Corporate Governance Logit Regression ResultsFRAUD it =β0 + β1EXGovern it + β2Growth it + β3Loss it +β4 Lev it + β5CEOChange it+ β6Large it + ε itPanel A: 1 Big4 AuditorVariable Predicted Sign Estimated Coefficients Standard Errors Wald Statistics P ValueIntercept none 0.365 0.589 0.384 0.535 Big4Auditor - -1.214 0.489 6.165 0.013 Growth none 0.019 0.011 2.809 0.094 Loss none -0.098 0.628 0.024 0.876 Lev none 0.001 0.001 1.283 0.257 CEOChange none 2.443 0.591 17.118 0.000 Large none -0.026 0.013 4.004 0.045R-Square: 0.325Chi-Square Test of Model’s Fit: 29.312 (p value 0.000) (6 degrees of freedom)Panel B: Auditor ChangeIntercept none -0.317 0.504 0.395 0.529 AuditorChange - -0.600 0.591 1.029 0.311 Growth none 0.017 0.011 2.296 0.130 Loss none -0.066 0.609 0.012 0.914 Lev none 0.001 0.001 1.645 0.200 CEOChange none 2.100 0.545 14.846 0.000 Large none -0.019 0.012 2.404 0.121R-Square: 0.270Chi-Square Test of Model’s Fit: 23.715 (p value 0.001) (6 degrees of freedom)Notes: 1) The variablesFRAUD it: A dummy variable with of one that a firm financial statement fraud and avalue of zero otherwiseBig4Auditor it: A dummy variable with of one that the auditor is Big4 and a value zerootherwiseAuditorChange it: A dummy variable with of one that the auditor is changed and a valuezero otherwiseGROWTH it: The average percentage change in total assets for two years ending beforethe year of the financial statement fraudLOSS it: A dummy variable with of one when the firm has reported at least two annuallosses in the six year period proceeding the year of the financial statementfraud and a value zero otherwiseLEV it: The proportion of debt to total assets of firmCEOChange it: A dummy variable with of one that CEO is changed and a value zerootherwiseLarge it: The percentage of shares held by blockholders holding2 *, **, *** indicate significance at 0.10, 0.05 and 0.01 levels, respectively.。
上市公司财务舞弊英语
上市公司财务舞弊相关英语上市公司财务舞弊在英语中通常被称为"Financial Fraud"或"Financial Misconduct"。
以下是一些涉及上市公司财务舞弊的相关英语表达：Financial Fraud：财务欺诈Example:The company executives were involved in financial fraud,manipulating financial statements to deceive investors.Cooking the Books：操纵账簿Example:The company was caught cooking thebooks,artificially inflating profits to create a false image of financial health.Financial Misstatement：财务错误陈述Example:The audit revealed financial misstatements that misled investors about the true financial condition of the company.Embezzlement：盗用公款Example:The CFO was accused of embezzlement,diverting company funds for personal use.Insider Trading：内幕交易Example:Several executives were arrested for insider trading,using non-public information to gain an unfair advantage in the stock market.Securities Fraud：证券欺诈Example:The company faced charges of securities fraud for providing false information to investors.Creative Accounting：创造性会计Example:The company engaged in creative accounting practices to manipulate financial results and meet investor expectations.Falsifying Financial Records：伪造财务记录Example:The employees were terminated for falsifying financial records to hide losses from stakeholders.Corporate Governance Violations：企业治理违规Example:The investigation revealed corporate governance violations,including inadequate internal controls and oversight.Financial Irregularities：财务不正常Example:The auditors discovered financial irregularities in the company's accounts,leading to a full-scale investigation.Misappropriation of Funds：资金侵占Example:The CEO was accused of misappropriation of funds,diverting company money for personal expenses.Accounting Scandal：会计丑闻Example:The company was embroiled in a major accounting scandal,causing a significant loss of investor confidence.这些表达可以帮助描述上市公司财务舞弊或不当行为的不同方面，涵盖了从虚报财务报表到内幕交易等多个方面。